Creative Risk Management and Oversight

The board’s risk oversight responsibility has been subject to enhanced scrutiny from the courts in recent years. Institutional investors have identified risk oversight as a critical governance issue while pushing for more meaningful disclosures on the board’s risk oversight activities. Although the day-to-day risk management belongs with management, the board must engage proactively in monitoring […]

Defend Your Company, Defend Yourself: Litigation and Government Investigations

Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) have stated their intention to pursue, punish, and deter the individuals who are responsible for corporate misconduct, and both agencies are increasingly focused on cooperation and self-reporting from target companies. Although private […]

Corporations and Politics

CEO and corporate activism–the practice of CEOs taking public positions on environmental, social, and political issues not directly related to their business–has become a hotly debated topic in corporate governance. Following the events of January 6 and the 2020 U.S. presidential election, many corporations either halted their political giving programs or made permanent changes to […]

The New Antitrust Challenge

The Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) have recently sought public comment on how to update the merger review and enforcement process to reflect “current learning about competition based on modern market realities.” The merger boom of 2021 has led both agencies to warn that concentrated market structures can harm […]