News
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Lessons for general counsel from SCOTUS’ landmark enforcement ruling
Brad Bondi and Michael Wheatley discuss the impact of SEC vs Jarkesy on enforcement by the SEC and other federal agencies On June27, 2024 the US Supreme Court held in SEC vs Jarkesy that the SEC must bring an action in federal court whenever it seeks a civil penalty in connection with a claim of securities fraud. Congress had authorized the SEC to obtain civil penalties through litigation brought either in federal court or before the agency’s own in-house tribunals. But the court concluded that the Seventh Amendment affords defendants in such matters the right to a jury trial before…
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RPM International unveils general counsel succession
Tracy Crandall taking the reins from Edward Moore Edward Moore, RPM International’s senior vice president, general counsel and chief compliance officer (CCO), will retire later this year. His successor is Tracy Crandall, the company’s vice president for compliance and sustainability and associate general counsel. She became vice president, general counsel and CCO earlier this month, with Moore continuing as corporate counsel until his retirement. Moore joined RPM in 2006 as vice president and general counsel, adding the CCO title in 2011 and becoming senior vice president in 2013. Before joining the company he was an attorney with law firm Calfee…
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Experts discuss preparing boards for the future
Technological evolution likely to be at the center of changing ways boards operate, interact with stakeholders and oversee companies Panelists on a recent Governance Intelligence webinar, held in partnership with Nasdaq, shared their expert insights on how the way in which boards operate may evolve as they face new demands but also new opportunities and gain new tools. Technology, regulations, shareholder activism and pressures from non-investor stakeholders all require boards to be prepared to work in new ways. The webinar discussion focused on boards’ evolving use and oversight of AI, evolving approaches to engagement and boards’ role in risk management.…
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Pay-gap report proposal garners support at P&G
Resolution asked for report on ‘quantitative median and adjusted pay gaps across race and gender’ Around three in 10 investor votes last week backed a proposal seeking disclosure on pay equity at Procter & Gamble (P&G). The proposal, filed by Arjuna Capital, asked the company to report ‘on both quantitative median and adjusted pay gaps across race and gender, including associated policy, reputational, competitive and operational risks, and risks related to recruiting and retaining diverse talent.’ It defines racial/gender pay gaps as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings. In…
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The week in GRC: DoJ appears to consider possible Google breakup and Elizabeth Warren challenges companies over ‘shrinkflation’
This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal (paywall) reported that according to people familiar with the matter, activist investor Starboard Value has taken a roughly $1 bn stake in Pfizer and wants the pharmaceuticals company to make changes to improve its performance: its share price has been roughly cut in half from its record high in late 2021 after the company delivered the world’s first Covid-19 vaccine. Starboard has approached two former Pfizer executives, Ian Read and Frank D’Amelio, to aid in its efforts, and they have expressed interest in helping,…
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Nominees announced for Corporate Governance Awards 2024
Winners to be revealed at gala ceremony in New York on Thursday, November 7 Governance Intelligence is proud to announce the shortlisted nominees for its 17th Corporate Governance Awards. The winners, selected by an independent panel of judges, will be presented at a gala ceremony in New York on Thursday, November 7. The awards celebrate outstanding achievements by the governance profession in areas such as hosting AGMs, compliance and ethics programs, ESG reporting, entity management, use of technology, proxy statements, investor engagement and corporate transactions.The awards gala will cap two days of special governance-related events hosted by Governance Intelligence. On…
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Governance Intelligence invites professionals to join global survey
Database of findings to offer practical benchmarking insights Many companies’ proxy statements have evolved in recent years from a simple compliance document in line with SEC requirements to become a key tool in communicating with shareholders and other stakeholders and sharing the corporate narrative. The range of both the topics covered and the stylistic methods by which disclosures are made have expanded beyond what most professionals would have anticipated. Although the 2024 proxy season closed just a few months ago, many governance teams are or will soon be gearing up to prepare their 2025 proxy statements. With that in mind,…
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Illumina general counsel steps down
Charles Dadswell to stay on as adviser for several months Illumina has announced that Charles Dadswell has stepped down as general counsel and corporate secretary. According to the DNA sequencing company, Dadswell has agreed to remain an Illumina employee as an adviser to CEO Jacob Thaysen and the board until March 31, 2025. The company has appointed Scott Davies as acting general counsel and secretary while it carries out a search for Dadswell’s permanent successor. According to his LinkedIn profile, Dadswell joined Illumina in 2013 having previously been vice president, general counsel for the Americas and corporate director for global…
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Former Church & Dwight CEO settles proxy disclosure claim
SEC alleges ex-chair did not tell board of friendship with executive James Craigie, a former CEO, chair and board member of Church & Dwight, has agreed to settle SEC allegations that he violated proxy disclosure rules. According to the SEC, Craigie stood for election as an independent director without telling the board that he had a close personal friendship with a senior Church & Dwight executive, in doing so causing two of the company’s proxy statements to contain materially misleading statements. Craigie, who did not admit or deny wrongdoing, agreed to pay a civil penalty of $175,000 and be subject…
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The week in GRC: Newsom vetoes California AI safety bill and SEC enforcement director to leave agency
This week’s governance, compliance and risk-management stories from around the web – According to The Wall Street Journal (paywall), California’s plans to require the world’s largest companies to report on their carbon emissions is inching forward despite legal challenges from opponents and waning enthusiasm for ESG goals in some quarters. Despite those challenges, many companies seem to accept that they will eventually have to engage in the difficult and potentially costly exercise of tracking emissions. The law’s main backer, California state Senator Scott Wiener, called it a ‘first in the nation’ carbon disclosure law, meant to be a step toward…