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Jan 16, 2025 | 
jdsupra.com | Lenin Lopez
Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In this week’s blog, my colleague Lenin Lopez shares insights and a few strategic considerations to help boards and management teams create a level of crisis resilience at their respective companies.
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Jan 15, 2025 | 
woodruffsawyer.com | Lenin Lopez
Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In this week’s blog, my colleague Lenin Lopez shares insights and a few strategic considerations to help boards and management teams create a level of crisis resilience at their respective companies.
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Nov 14, 2024 | 
jdsupra.com | Lenin Lopez
November 14, 2024
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A friendship between an independent director and a member of the management team may not always pose an issue. However, if that friendship is “close,” it can very well create a headache for the individual director, their friend on the management team, the board, and the company.
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Oct 31, 2024 | 
jdsupra.com | Jon Janes |Lenin Lopez |Susan D. Miner
The SEC’s compensation clawback rules effectively set a new minimum requirement for what public companies must include in their compensation clawback policies. Most public companies, however, have adopted more expansive policies. Companies typically include more than just accounting restatements as event triggers that can lead to clawbacks. For a discussion of this trend among large market-cap companies, see this article from FW Cook.
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Oct 31, 2024 | jdsupra.com | Jon Janes |Lenin Lopez |Susan D. Miner
The SEC’s compensation clawback rules effectively set a new minimum requirement for what public companies must include in their compensation clawback policies. Most public companies, however, have adopted more expansive policies. Companies typically include more than just accounting restatements as event triggers that can lead to clawbacks. For a discussion of this trend among large market-cap companies, see this article from FW Cook.
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Oct 10, 2024 | 
jdsupra.com | Lenin Lopez
Even companies with robust internal controls can find themselves under scrutiny by the SEC. In this week’s blog, my colleague Lenin Lopez discusses a recent SEC enforcement action where the company involved arguably had good processes in place, yet something went awry. Monetary penalties ensued. He also shares some strategies companies can implement to avoid a similar fate.
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Sep 12, 2024 | 
jdsupra.com | Lenin Lopez
Advisory Board Agreements: Liability, Indemnification, and Insurance ConsiderationsAdvisory boards may not always be in a state of sunshine and rainbows. For example, the company may want to kick an advisory board member off the advisory board, advisory board members may become the subject of an investigation or litigation (e.g., conflict of interest issues), disputes may arise over what is expected of the advisory board, and wires may be crossed in terms of what is expected in compensation.
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Sep 11, 2024 | 
woodruffsawyer.com | Lenin Lopez
Outline liability, indemnification, insurance, and other legal considerations What Is an Advisory Board? An advisory board is a group of experts assembled to provide strategic guidance and specialized knowledge to a company’s management team and in some cases, board of directors. Unlike a board, whose members are elected and have fiduciary responsibilities, advisory boards are appointed and typically focus on offering non-binding advice and recommendations on specific business challenges.
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Aug 22, 2024 | 
jdsupra.com | Lenin Lopez
The 2020 breach of SolarWinds’ software has been the subject of regulatory investigations, securities class actions, as well as lawsuits against certain officers and members of the company’s board. As a result, there is a wealth of information available regarding what SolarWinds’ cybersecurity governance looked like at the time of the 2020 breach.
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Jul 18, 2024 | 
jdsupra.com | Lenin Lopez
Most board members would prefer not to have a convicted felon turned activist foisted upon them as a fellow board member—a real possibility, as my colleague Lenin Lopez explains in this week’s blog. While the SEC has worked overtime to make it easier for shareholders to nominate board members, many public companies attempted to impose order on the situation by enhancing the advance notice requirements in their bylaws.
