Sky Blog
Under corporate law, boards of directors have long had the right to rely on reports and other information supplied by management. This “right of reliance” derives from the board’s power to delegate day-to-day operational responsibility to management. However, it is …
The rapidly changing business environment and evolving best practices for corporate governance are reshaping the agenda of the board committee responsible for companies’ people – or “human capital.” The human capital committee (or similarly named body) is typically charged with …
The 2026 edition of the annual Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel validates the continuing evolution of senior in-house corporate counsel from strictly technical experts to also wise counselors and business partners to management. In …
A rapidly expanding scope of challenges is prompting corporate boards to re-evaluate the adequacy of the information with which their staffs provide them. Traditional sources such as financial reports, regulatory and litigation briefings, and strategic commentaries are not enough to …
Corporate boards and their leadership teams face unique compliance oversight challenges from the Department of Justice (“DOJ”)’s new Corporate Whistleblower Awards Pilot Program (“the Program”), the details of which were announced on August 1 by Principal Deputy Assistant Attorney General …
While the U.S. Supreme Court’s June 28 decision in Fischer v. United States rejected a broad application of certain Enron-era obstruction of justice laws, it reaffirmed the original corporate responsibility focus of those laws. In so doing, the decision reminds …
The Department of Justice recently announced a new policy on voluntary self-disclosure for individuals (the Pilot Program) that is likely to create significant challenges for a board of director’s audit and compliance committees, as well as tension among employees — …
Corporate boards will be called upon to renew their oversight of corporate compliance following the recent announcement of several new corporate fraud enforcement initiatives by the U.S. Department of Justice (DOJ). Most notably, these include a new whistleblower program and …
The ongoing controversy surrounding the artificial intelligence company OpenAI, Inc. (OpenAI) offers valuable, broad-based governance lessons for corporate boards across industry sectors and regardless of whether they are for-profit or non-profit companies. The lessons include those relating to mission restrictions, …
In a significant corporate governance development, the National Association of Corporate Directors (“NACD”) has released a new report addressing the important role that culture plays in promoting effective governance discourse.
NACD describes the report as a “call to action” for …
Corporate governance can play an important role in a company’s approach to machine learning technologies such as artificial intelligence (“AI”) and in the mitigation of risks associated with their use.
A thoughtfully developed governance structure for AI will reflect oversight, …
The recent controversy involving public speech at Stanford Law School suggests an appropriate, and pressing, topic to be addressed by the corporate social voice. Consistent with recent practice, corporations can serve their stakeholders by using the Stanford example to promote …
The frightening deficiencies in U.S. public health preparedness are an appropriate, and pressing, topic to be addressed by the recently dormant corporate social voice.
One of the central tenets of the corporate social responsibility movement is a broader perspective on …
The new report by the National Association of Corporate Directors (“NACD”), A Framework for Governing into the Future (the “NACD Report”), is a valuable contribution to corporate governance discourse. Among its primary offerings are a forward-looking perspective on governance and …
The newly released Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel (“ACC”)[1] is an important governance resource on s board’s responsibility to exercise oversight of a company’s legal affairs in general and the operation of its …
Corporate governing boards have a substantial homework assignment given multiple important developments affecting board composition and oversight of workforce culture. These developments encompass new surveys from prominent governance and consulting sources, notable litigation trends, and a new state law. Collectively, …
One of the most significant corporate governance implications of the pandemic may be its impact on the role and function of a board’s enterprise risk committee. From one perspective, the pandemic may increase that committee’s significance, potentially putting it on …
The newly released Chief Legal Officers survey (“Survey”) from the Association of Corporate Counsel (“ACC”)[1] is an important governance development to the extent that it supports a board’s ability to exercise oversight of its company’s legal department. Overall, the …
Corporate boards may wish to adopt a plan of action in response to two recent Delaware decisions suggesting a shift in application of the historically director-friendly Caremark[1] standard for board oversight of a company’s compliance systems. Such a plan …
The Business Roundtable’s controversial new Statement on the Purpose of a Corporation (“Statement”) is a significant corporate governance development that requires thorough board discussion. The Statement will not only affect corporate purposes generally, but also have a very uncertain impact …