One of the most vexing problems a company can face is a multi-jurisdictional investigation. This was exactly the topic of the most recent installment of the Corporate Secretary/Foley webseries: ‘What to do when your company becomes the subject of a multi-state investigation.’ Lisa Tharpe, a partner in Foley & Lardner’s white-collar defense and corporate compliance group as well as its securities litigation group, and Kathy Combs, vice president, corporate ...
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Records managers are reeling from constant changes in technology and the resultant vortex of online information. In addition to the increasing amount of information that must be managed, the definition of what qualifies as a record has also expanded. In part due to the promulgation of white collar lawsuits, the scope of information that has become recoverable has grown. At the annual ARMA conference, the biggest records management industry tradeshow in the US, attend...
At annual meeting time, the spotlight shines brightly on the chairman, the directors and the senior leadership. Beyond the dais, however, a cross-functional team is working hard to keep the ‘heat’ down and the meeting running seamlessly.
‘Most shareholders never know the incredible amount of work that goes into preparing for the annual meeting,’ says Scott Andreasen, director, corporate governance and ethics and assistant corporate secretary at Sprint...
Managing operational risk and compliance in the current era of enforcement, shareholder suits and explosive class-action activity poses huge risks if you fail. But it also presents some game-changing opportunities if you choose to embrace them. Over the past few years, organizations have focused a lot of their time, energy and resources on designing, implementing and improving governance, risk and compliance programs to address these risks. Now, executives and board ...
Compliance is a moving target. But Odell Guyton has more than a little experience with tracking down a moving target. The global head of compliance at Microsoft credits his varied former careers for providing him with many of the skills he needs to keep one of the biggest companies in the world on the straight and narrow.
One of Guyton’s first jobs, long before he had ever considered a career in corporate compliance, was chasing and apprehending criminals as...
When companies restate their earnings, concerns about relationships with investors is probably top of mind. When ClearOne Communications restated, it probably thought it had enough to deal with. But then its D&O insurance carrier, National Union Fire Insurance Company (an AIG company), rescinded the policy. It took the restatements as admissions that the financials accompanying the original application were a misrepresentation. Suddenly, coverage no longer applie...
When Jon Hoak was hired last year to the newly created position of chief ethics and compliance officer at technology company Hewlett-Packard, many viewed the role as a quick way to exercise damage control, in light of the board leak investigation scandal that saw several H-P executives ousted, including ethics chief Kevin Hunsaker.
Hoak’s position seems to be serving a more lasting function. Backed by his experience as general counsel for NCR from 1993 throu...
Surging compliance requirements are driving corporate general counsel to find better methods to improve management of their legal departments, especially when it comes to outside counsel and related matters. But it will take more than better management to conquer difficulties in the inside-outside relationship.
According to annual surveys run jointly by the Association for Corporate Counsel (ACC) and Serengeti Law, compliance has jumped to the top of concerns ...
Since its launch in 2002, Section 404 of the Sarbanes-Oxley Act, the requirement for management to report on internal controls over financial reporting, has proven expensive and laborious for companies. Because of a lack of scalability, the costs have been greater for small companies, or those with less than $75 million in market cap. As a result, the SEC delayed compliance for small companies four times, recently mandating compliance for 2009. Fortunately, aids are ...
Few people appreciate having their honest efforts and hard work criticized by others. And corporate secretaries are no different from the majority. A short six or seven months after most US companies filed expanded proxy and annual reports under the SEC’s revised compensation disclosure rules, the Commission has released a report detailing what it sees as problems with the Compensation Discussion and analysis (CD&A) that were filed by public companies over th...
