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    1. OIG Guidance for Boards Regarding Compliance

      OIG Guidance for Boards Regarding Compliance

      The Office of Inspector General (OIG) white paper, “ Practical Guidance for Health Care Governing Boards on Compliance Oversight ” (OIG Guidance), provides an excellent road map for thinking about how to structure a Compliance Committee for your Board and a Board’s obligations. As an introduction, the OIG Guidance states that a Board must act in good faith around its obligations regarding compliance...

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    2. Looking Ahead to the 2021 Proxy Season

      Looking Ahead to the 2021 Proxy Season

      Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey signaling potential changes to ISS’s proxy voting policies for 2021. Below we discuss the Global and North American Survey, which highlight the many key corporate governance issues that are top of mind for boards of directors and management today...

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    3. Blog: How do Companies Cope with Social Risk?

      Blog: How do Companies Cope with Social Risk?

      How do companies cope with social risk? In “Blindsided by Social Risk—How Do Companies Survive a Storm of Their Own Making?” from the Rock Center for Corporate Governance at Stanford, the authors look at “social  risk,” essentially, reputational risk that can impair a company’s social capital and, in some cases, its performance...

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    4. ISS Publishes COVID-19 Case Study Focused on Executive Compensation Adjustments

      ISS Publishes COVID-19 Case Study Focused on Executive Compensation Adjustments

      As we previously reported in prior SW Benefits Updates (links below), the challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations, companies might adjust 2020 performance goals, delay compensation decisions or change the mix of equity awards by making more full-value grants...

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    5. Regulatory Update and Recent SEC Actions - July 2020

      Regulatory Update and Recent SEC Actions - July 2020
      • SEC Provides Temporary, Conditional Relief for BDCs Making Investments in Small and Medium-Sized Businesses
      • SEC Provides for Phased CAT Broker-Dealer Reporting Timelines with Conditional Exemption for Impacts of COVID-19
      • SEC Forms Cross-Divisional COVID-19 Market Monitoring Group
      • SEC Enforcement Forms Coronavirus Steering Committee to Address COVID-19 Concerns and Response
      • SEC Extends Relief for Virtual Meetings of Fund Boards...
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    6. SEC Focus on Executive Perk Disclosure Continues

      SEC Focus on Executive Perk Disclosure Continues

      In June 2020, the Securities and Exchange Commission settled charges with insurance company Argo Group International Holdings, Ltd. for failing to disclose perks and benefits received by its former chief executive officer. Per the SEC order, Argo failed to report over $5.3 million in perks that its CEO received between 2014 and 2018 in violation of federal securities law...

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    7. Poison Pill Deep Dive Series: Triggering Percentage

      Poison Pill Deep Dive Series: Triggering Percentage

      The fourth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, [1] a shareholder rights plan is a protective measure used by a public company to deter (though not necessarily prevent) a stockholder from exceeding a specified ownership percentage without prior approval from the company’s board...

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    8. Thoughts For Boards Navigating In Turbulent Conditions

      Thoughts For Boards Navigating In Turbulent Conditions

      Embed To embed, copy and paste the code into your website or blog: A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the board to set a tone at the top of the company and establish its overarching strategy...

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    9. Poison Pill Deep Dive Series: Acting In Concert

      Poison Pill Deep Dive Series: Acting In Concert

      The third of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, [1] a shareholder rights plan is a protective measure used by a public company to deter (though not necessarily prevent) a stockholder from exceeding a specified ownership percentage (the “ownership threshold”) without prior approval from the company’s board...

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    10. Delaware Bankruptcy Court Rules that Shareholder Cannot Enforce “Golden Share” Blocking Right to Dismiss Bankruptcy Filed Without its Consent

      Delaware Bankruptcy Court Rules that Shareholder Cannot Enforce “Golden Share” Blocking Right to Dismiss Bankruptcy Filed Without its Consent

      As the COVID-19 pandemic continues to disrupt businesses and markets, and companies begin to look to bankruptcy courts for relief from the resulting liquidity and operational distress, the issue of creditor and shareholder “blocking rights” seems likely to become an important topic as parties attempt to protect their investments...

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