Tag: Boards of Directors

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Across the Board

Christina Bresani on Key Board Issues in 2022 and 2023

In this episode of Across the Board, I visit with Christina Bresani, Managing Director and Head of Corporate Advisory at William Blair. In this podcast, we consider some of the top issues facing Boards in 2022 and into 2023. Some of the highlights from the podcast include:

  • Unsolicited offers/takeovers are likely to increase.
  • Large corporations are prioritizing portfolio optimization.
  • Non-tech companies are accelerating their focus on digitalization.
  • What is ESG’s role in corporate governance?
  • M&A expansion?
  • Momentum around shareholder activism strengthens.

For more information about Christina Bresani, her practice, or William Blair, find out by clicking here.

Categories
Daily Compliance News

January 24, 2022 the Burnout in Compliance Edition


In today’s edition of Daily Compliance News:

  • Trouble at Peleton. (WaPo)
  • Bank compliance professionals facing burnout. (WSJ)
  • Family trouble in the Magic Kingdom. (NYT)
  • Congress to probe role of BODs in energy cos misinformation campaigns. (Retuers)
Categories
Everything Compliance

Episode 92 – the Issues in 2022 Edition


Welcome to the only roundtable podcast in compliance. The entire gang was also thrilled to be honored by W3 as a top talk show in podcasting. In this episode, we have the sextet of Karen Woody, Jonathan Armstrong, Matt Kelly and Jay Rosen. We discuss some of the key issues we will be watching in 2022.

1. Karen Woody will be watching the legal evolution around SPACs and expansion of insider trading laws. Karen shouts out to workers in the travel industry for getting travelers home during the holidays.

2. Jay Rosen reviews the considers the Holmes verdict, Tyler Schultz/whistleblowers and the celebrity BOD failure at Theranos. Rosen shouts out to Antonio Brown.

3. Matt Kelly considers the Log4j cybersecurity threat and the SEC move to regulate ESG. Kelly rants about Elon Musk selling his Tesla stock immediately before the company announces a massive product recall.

4. Jonathan Armstrong tackles several topics; ransomware, Safe Harbor, EU Whistleblower Directive, Supply Chain & China. Armstrong shouts out Nicholas Burk and synthetic ransomware attacks.

5. Jonathan Marks looks at the intersection of crypto, currency and crime. Marks rants about the inconsistent information emanating from the CDC.

6. Tom Fox rants about Novak Djokovic.  

The members of the Everything Compliance are:
•       Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
•       Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu
•       Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
•       Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at jonathan.armstrong@corderycompliance.com
•       Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at jonathan.marks@bakertilly.com
The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.

Categories
This Week in FCPA

Episode 283 – the Tribute to Madden and Harry edition


With Jay on a holiday assignment, Tom is joined by Mike Volkov to look at some of the week’s top compliance and ethics stories this week in the Tribute to Madden and Harry edition.
Stories
1.     We lost two greats this week, one in sports and gaming and one from politics. John Madden and Harry Reid. Tom and Mike reflect.
2.     No poaching in the Defense Industry. Jay DeVecchio and Lisa Phelan in a MoFo Client Alert.
3.     What is a ‘Bump Up’ provision in an E&O policy. Barry Buchman and Michael Scanlon in D&O Diary.
4.     Reflections on 2021 in Compliance. Lisa Schor Babin in CCI.
5.     Should lawyers file SARs? Jason Morris in Compliance Week (sub req’d).
6.     Fraud in the taxi business? (This is my shocked face.) Matt Kelly in Radical Compliance.
7.     Making ESG 2nd nature in asset allocation. Sara Rosner and Jess Gaspar in Harvard Law School Forum on Corporate Governance.
8.     An app for ESG investment. Lawrence Heim in PracticalESG.
9.     Thoughts for the Board from 2021. Marty Lipton in Harvard Law School Forum on Corporate Governance.
10.  Tom and Mike look back at 2021 in compliance. Tom in FCPA Compliance and Ethics Blog.
 Podcasts 
11.  Want some fun? Join Tom and One Stone Creative co-founder Megan Dougherty for an exploration of the full MCU. In their most recent posting, check out Episode 3, Iron Man.
12.  In December on The Compliance Life, I visit with Matt Silverman, Director of Trade Compliance at VIAVI. Matt is the first Trade Compliance Director I have hosted on TCL. In Part 1, Matt details his academic career and early professional life. In Part 2, Matt moves into trade compliance. In Part 3, Matt moves into the Director’s chair. In Episode 4, Matt looks down the road for trade compliance.
13.  The Compliance Podcast Network welcomes Professor Karen Woody and her new podcast, Classroom Insider. In this most unique pod, Karen interviews some of her student to tell the history of insider trading. Check out Episode 1 where they discuss the history of insider trading. In  Episode 2, the disclosure or abstain rule. On Episode 3, they will take up narrowing the scope of the disclose or abstain rule.
14.  On EMBARGOED!, Brian and Tim run through a Lightning Round-style discussion of the top economic sanctions and export controls stories of 2021.
15.  Looking to enhance your compliance program? Check out 31 Days to a More Effective Compliance Program returns, which runs for the month of January, from January 1 to January 31. Available on the Compliance Podcast Network, Megaphone, iTunes, and all other top podcast platforms.
Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Mike Volkov is the founder of the Volkov Law Group and can be reached at mvolkov@volkovlaw.com.

Categories
The Compliance Handbook

The Compliance Handbook -The Role of Boards and Compliance with Mike Volkov


The Board’s overarching intention is to maintain a company’s growth and success by overseeing its affairs while fulfilling its owners and critical parties’ appropriate needs. On a case-by-case basis, it is for the Board to judge which participants it treats as ‘important’ and which of its concerns is necessary to comply with, keeping in view the legislation, the relevant laws, and market considerations. A board of directors does a uniquely challenging range of obligations and obstacles in fulfilling this core objective and often faces a set of contradicting set of priorities. These Pandora’s boxes motivated Tom Fox to take a leap and do something to educate and provide valuable resources for board members and those in the same field. In todays’ episode of The Compliance Podcast, Tom is joined by the legendary Mike Volkov of the Volkov Law Group. Tune in to the episode as Tom and Mike share a meaningful discussion about the “The Role of Boards and Compliance.”
Key Takeaways Discussed in the Episode:

  • Be reminded of the crucial roles of the Board as accentuated by Mike Volkov. According to Mike, at all times, the Board should;
  • Promote the goodwill of clients and related stakeholders.
  • Bear the accountability for overseeing the company and its operations through a management structure and entrepreneurial leadership.
  • Be mainly accountable for authorizing the organization’s strategic goals and working to ensure that the human and financial capital required to achieve such objectives are made available.
  • Continually evaluates the risk assessment and internal control activities of the organization through the Audit Committee.
  • Recognize any weaknesses or shortcomings to accomplish its ultimate aim. Therefore, the Board is advised to reflect on specific duties that it must or intends to conduct itself and determine if the top leadership can execute further in the correct way.
  • Have you heard of the “High-minded Nondisclosure Route“? If not, tune in to the episode, as this might help when things get rough.
  • Recognize the importance of having a Board of Directors’ Compliance Committee and why there should be a Compliance expert on the Board.
  • Hear more about what leads to a successful Board investigation and the compliance metrics a Board should look for.
  • Be informed of recent Board failures in compliance and learn from these failures to not walk on the same path.
  • Explore the promising outcomes of incorporating compliance into long-term Board strategy.

The Compliance Handbook, 2nd Edition
The Second Edition incorporates the most current government pronouncements governing best practices compliance programs including: the 2019 Evaluation of Corporate Compliance Programs released by the Fraud Section of the Department of Justice, and its 2020 Update; the updated FCPA Resource Guide 2nd edition; the Framework for OFAC Compliance Commitments; and the 2019 DOJ Antitrust Division’s Evaluation of Corporate Compliance Programs in Criminal Antitrust.
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