Practice Area Blogs & Digests

On August 8, the SEC proposed amendments to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.

The Ernst & Young Center for Board Matters recently published a report on the 2019 proxy season, highlighting five key takeaways and offering related questions for boards to consider.

Another key takeaway from the 2019 proxy season is the emergence of a new, stricter standard for what constitutes director “overboarding.”

“Seventeen years after passage of the Sarbanes-Oxley Act (SOX), those not involved in SOX compliance might assume that by now it would be a rote activity requiring diminishing effort. They would be wrong.” So begins a recent CFO.com article discussing the results of Protiviti’s 2019 Sarbanes-Oxley Compliance Survey.

A recent Forbes article argues that it is becoming increasingly necessary for boards to possess cyber security and technology expertise.

In any given year, the vast majority of companies receive overwhelming shareholder support for their say-on-pay proposals; however, most companies should expect to receive an “against” vote recommendation from a proxy advisory firm at least once.

A recent publication by ISS Analytics examines the characteristics of directors who were newly-appointed at Russell 3000 companies and notes five major trends in new director appointments for 2019.

A recent publication by Spencer Stuart offers advice to boards seeking to expand their pool of director candidates and identify potential new, first-time directors and assess their suitability for the role.

While conversations about boardroom diversity typically focus on gender and race/ethnicity, Deloitte argues that diversity in terms of Business Chemistry type is also important for board effectiveness.

A recent article in The Wall Street Journal considers whether corporate leaders have a fiduciary responsibility to stay alive and examines the daredevil tendencies of top executives.