Corporate Governance

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Michael W. Peregrine

One of the most important elements of corporate governance is the structure of the relationship between the CEO and the Board of Directors. In the following guest post, Michael W. Peregrine of the McDermott Will & Emery law firm analyses a recent report from the National Association of Corporate Directors (NACD) suggesting an approach for companies to take to ensure a collaborative relationship between CEOs and their companies’ boards. I would like to thank Michael for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Michael’s article.Continue Reading Guest Post: Important New Guidance On The Board/Management Relationship

Corporate social responsibility (CSR) scores are meant to measure a company’s commitment to ethical practices and social contributions. CSR scores have their critics. Among other concerns, the scores are sometimes criticized for their lack of uniformity, their reliance on subjective or qualitative measures, and their lack of verifiability. A recent Wall Street Journal column criticizes CSR scores on yet another ground, which is, according to the author, that CSR scores may serve as a way for companies to mask financial fraud.Continue Reading What Can Corporate Social Responsibility Scoring Tell Us About Financial Fraud?

Nir Kossovsky

In the following guest post, Nir Kossovksy examines the issue of corporate governance for reputational risk, through the lens of the recently settled Meta derivative suit. Nir is the CEO of Steel City Re. I would like to thank Nir for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Nir’s article.Continue Reading Guest Post: Meta Derivative Litigation Hits Reputation Risk Governance

Burkhard Fassbach

The increasing prevalence of artificial intelligence (AI) tools and processes present companies with a host of opportunities and risks. These opportunities and risks in turn create challenges for corporate boards as they try to navigate the changing environment. In the following guest post, Burkhard Fassbach, considers the corporate governance implications AI presents for companies and their boards. Burkhard is a D&O lawyer in private practice in Germany. I would like to thank Burkhard for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Burkhard’s article.Continue Reading Guest Post: Navigating AI Governance

Tim J. Leech

Recent case law developments in Delaware’s courts underscore the importance for corporate boards to monitor “mission critical” operations at their companies. These developments have important corporate governance implications, as I detailed in a September blog post (here). In the following guest post, Tim J. Leach, FCPA FCA Managing Director Risk Oversight Solutions Inc. takes a deeper look at the corporate governance implications from the recent duty of oversight/duty to monitor case law. I would like to thank Tim for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Tim’s article.Continue Reading Guest Post: “Mission Critical”: Director Liability Ticking Time Bomb

One of the hot topics in the corporate space over the last several months has been the question whether Delaware corporations should consider reincorporating in another state, such as Texas or Nevada. Much of the discussion in this re-domestication debate has centered on recent controversial decisions out of Delaware’s courts. The ongoing discussion of these issues resurfaced in the last few days with the news that Delaware Chancellor Katherine McCormick had rejected Tesla’s motion for reconsideration of her earlier rejection of Elon Musk’s $55.8 billion pay package.

A recent law review article by Yale Law Professor Jonathan R. Macey addresses the question whether, in light of the recent case law developments in the state’s courts, Delaware corporations will now be “Leaving for Las Vegas.” Professor Macey’s article considers the extent to which recent Delaware case law developments may motivate key Delaware constituents to consider incorporation alternatives. As discussed below, Professor Macey’s article has in turn triggered further discussion of the central questions about the recent output of Delaware’s courts in corporate and securities lawsuits.Continue Reading Will Delaware Corporations Be “Leaving for Las Vegas”?

Michael W. Peregrine
Ashley Hoff

There is no doubt that the upcoming change in Presidential administration will have important implications across a wide range of issue. In some cases, the change will present unique challenges for corporate boards. As boards work their way through these changes and challenges, they will also face an altered corporate compliance oversight environment. In the following guest post, Michael W. Peregrine and Ashley Hoff of the McDermott Will & Emery LLP law firm consider the implications of this changed environment for corporate boards. I would like to thank Michael and Ashley for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the author’s article.Continue Reading Guest Post: The Board’s Post-Election Oversight of Corporate Compliance

Michael W. Peregrine

On Monday, the National Association of Corporate Directors released a Blue Ribbon Commission Report providing substantive guidance for corporate directors on board oversight of artificial intelligence. In the following guest post, Michael W. Peregrine, a partner at the McDermott Will & Emery law firm, reviews the Blue Ribbon Commission report and summarizes…

In last Thursday’s post, I noted recent case law developments in which federal court breach of the duty of oversight claims against the boards of Wells Fargo and Abbott Laboratories had survived motions to dismiss, at least in part. I also noted that these decisions have important implications for board governance processes and documentation. As I have continued to consider the implications of these recent decisions and other developments concerning the so-called Caremark duties relating to board members’ fiduciary duties of oversight, I developed further thoughts on the steps well-advised boards will want to take to put themselves in a better position to defend themselves against these kinds of claims. I have set out my thought below.Continue Reading Corporate Governance, Board Risk Management, and Duty to Monitor Case Law Developments

At this point, there is nearly universal agreement that artificial intelligence (AI) is (or at least will be) transformative. It is also clear that as companies struggle to adapt to the new technology, they also face a host of challenges, including disclosure and regulatory risks, and the related risk of litigation. As a result, AI poses an exceptionally difficult set of circumstances for corporate directors, as discussed in an August 14, 2024, Wall Street Journal article entitled “Why AI Risks Are Keeping Board Members Up at Night” (here). As the article makes clear, while many directors recognize the importance of getting a handle on AI and how it might affect their companies, they are struggling to find the right approach even as AI-related questions become more pervasive.Continue Reading Boards of Directors and AI-Related Concerns