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Corporate governance

Building strong and transparent cultures.

In a world of greater co-operation between regulators, unanticipated cyber dangers, increasingly litigious employees and customers, and more rules on disclosing companies' sustainability record, corporate reputations are under threat like never before.

We advise clients on a range of corporate governance challenges, including environmental, social and governance (ESG) disclosure requirements from investors and regulators. 

We are also helping listed companies and financial services businesses match the priority given to corporate governance by regulators, and articulate what their desired culture is, how they are promoting that culture and how success is measured.

Stricter rules mean large private companies will need to define, assess and strengthen their corporate culture too.

As shareholders become more activist, and as ESG issues become integrated into mainstream investing, the pressure to change business models and provide sufficient disclosure will continue to increase.

Our experience

We have identified 12 key factors, which we use as a flexible governance and risk framework to test clients’ values and culture.

Blog

When Do We Say What On Pay?

It’s that time again. For companies that are required to hold advisory shareholder “say-on-pay” votes on their executive compensation, SEC rules impose another easy-to-forget requirement: the…

Author(s): Pamela Marcogliese, Elizabeth Bieber, Daniel Fox, Zhanqi Xu

  • capital markets and securities
  • corporate
  • corporate governance
  • m&a
  • executive compensation

Bridging Valuation Gaps in Public M&A in the Pharma, Biotech, and Other Life Sciences Industries

Acquisitions of public companies in pharma, biotech, and other life sciences industries are increasingly using deal structures designed to bridge valuation gaps between buyers and target companies.…

Author(s): Jenny Hochenberg, Adam Golden

  • pharma
  • biotech
  • life sciences
  • corporate
  • corporate governance
  • m&a

SEC Commissioner Crenshaw Suggests Potential Reforms to Regulation D

In the Alan B. Levenson Keynote speech this week at the 50th anniversary Securities Regulation Institute (“SRI”), SEC Commissioner Caroline A. Crenshaw suggested a number of potential reforms to…

Author(s): Sarah Solum, Pamela Marcogliese, Scott Blumenkranz, Shira Oyserman, Jennifer Burrow

  • sri
  • regd
  • securities
  • capital markets and securities
  • corporate
  • corporate governance

ESG and the business judgement rule – a narrowed passage to the safe harbour?

Management decisions around ESG are on the rise as legislators, activists, proxy advisers, and other stakeholders increasingly aim to push boards to implement measures that go beyond financial…

Author(s): Christoph H. Seibt, Dr. Farid Sigari-Majd, Simon Schwarz, Philip Denninger, Marlen Vesper-Gräske, Dora Rendessy

  • corporate
  • corporate governance
  • environment
  • human rights

German Supply Chain Duty of Care Act kicks off in 2023: Legal battlegrounds for implementation

The German Supply Chain Duty of Care Act (Lieferkettensorgfaltspflichtengesetz; the Act) entered into force on 1 January 2023 for the first companies with more than 3,000 employees in Germany. It…

Author(s): Christoph H. Seibt, Marlen Vesper-Gräske

  • compliance
  • supply chain
  • esg reporting
  • esg
  • global
  • human rights
  • whistleblowing
  • corporate governance
  • environment

The new EU deforestation regulation and its international scope – is your business affected?

The European Commission, Council and European Parliament reached provisional agreement on the new Deforestation Regulation on 6 December 2022, bringing in a raft of restrictions on the sale of…

Author(s): James Raeside, Kieran Watkins, Marlen Vesper-Gräske, Simon Duncombe

  • climate change
  • automotive
  • chemicals
  • construction and engineering
  • corporate governance
  • energy and natural resources
  • environment
  • europe
  • financial institutions
  • human rights
  • healthcare
  • manufacturing
  • regulatory
  • retail and consumer goods
  • governments and public sector

Supply Chain Compliance: Update on the EU Corporate Sustainability Due Diligence Directive

Early this year in February, the European Commission proposed its new Corporate Sustainability Due Diligence Directive (CSDDD) that would introduce significant and widespread corporate due diligence…

Author(s): Christoph H. Seibt, Chris Bellringer, Ivan Lukac, Marlen Vesper-Gräske

  • human rights
  • environment
  • corporate governance
  • due diligence
  • esg compliance
  • supply chains

SEC Adopts Final Clawback Rules for Incentive-Based Compensation

­­Executive Summary On October 26, 2022, the U.S. Securities and Exchange Commission (the SEC) adopted final executive compensation “clawback” rules (the Final Rules), fulfilling its mandate under…

Author(s): Nicole Foster, Brandon Gantus, Sarah Ghulamhussain

  • corporate
  • corporate governance
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