At Northwestern Law’s 44th Annual Ray Garrett Jr. Corporate & Securities Law Institute, Erik Gerding, Director of the SEC’s Division of Corporation Finance, discussed the Securities and Exchange Commission’s final rules relating to cybersecurity risk management, strategy, governance, and incident disclosure (the “Final Rules”). The Final Rules require public companies to timely report material cybersecurity
Risk Management
SEC Adopts Climate Change Disclosure Rules Applicable to Public Companies and Offerings
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”). The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect…
The FDIC′s Governance Proposal
Mayer Brown welcomes Dale Baker, Vice President, Trust Policy from the American Bankers Association to our upcoming panel discussion on the FDIC’s Governance Proposal.
Webinar, March 15, 2024
12:00 p.m. ET – 1:00 p.m. ET
Register here.
On October 11, 2023, the Federal Deposit Insurance Corporation (FDIC) issued a far-reaching proposal for new corporate…
Generative Artificial Intelligence and Corporate Boards: Cautions and Considerations
Generative AI (i.e., AI creating original content using machine learning and neural networks) has captivated people everywhere, producing a range of responses from doomsday warnings of machines rendering humans extinct to rosy dreams where machines possess magical properties. In corporate boardrooms, however, a more sober conversation is occurring. It seeks a practical understanding of…
Corporate Governance and Risk Management Experience
From employee protection to consumer safety, risk management is a central daily duty of corporate management and has become top of the oversight agenda for corporate boards. While managers remain in charge of day-to-day risk management, the board’s oversight role has expanded so much that directors benefit from thinking broadly and deeply about how they…
Four Big Takeaways for Boards from McDonald’s II on Oversight and Duty
In a win for corporate boards and vindication of directors at McDonald’s Corporation, the Delaware Chancery Court in McDonald’s II dismissed all shareholder claims that directors violated their oversight duties amid a toxic corporate culture. Four takeaways from Vice Chancellor Laster’s opinion offer valuable guidance for corporate directors in today’s volatile world. Read more
Five Steps for Directors to Consider About Risk Governance
Historically, directors have been protected from personal liability in connection with risk management by the high standard set in the seminal 1996 Caremark case. In recent years, however, courts have held that certain plaintiffs have pled facts sufficient to avoid dismissal of suits seeking to hold directors liable for failing to discharge their oversight duties.