Corporate Governance

Executive Private Misconduct

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A file folder with the word "Private" on the front

In recent years, private misbehavior of corporate executives like Harvey Weinstein, Steve Wynn, Leslie Moonves, and Elon Musk has outraged many people around the world. Such misconduct – when made public – has frequently damaged the executives’ public reputations, diminished the value of their companies’ stock, and raised some serious legal and policy issues. Part of the challenge in dealing with misbehaving business executives is that the two bodies of law and regulation that govern much of American business – state corporate law and federal securities law – were largely designed to address the professional duties of executives and not their personal lives. Temple Law Professor Tom Lin proposes an original and workable roadmap for conceptualizing, navigating, and addressing executive private misconduct.

Webinar Covers the Impact of COVID-19 on Shareholder Activism in the Retail Industry

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On October 7, 2020, Morgan Lewis Partner Christina Edling Melendi moderated a virtual panel discussion examining the impact of COVID-19 on shareholder activism in the retail industry. Panelists included attorneys and consultants alike from some of the nation’s top legal and consulting firms. The panel’s focus was aimed squarely at helping retailers understand the threats they may face in the wake of the pandemic, as well as possible strategies to defend themselves against activist campaigns.

IRS Issues Proposed Regulations for Tax on Nonprofit Executive Compensation

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The Internal Revenue Service has issued proposed regulations describing the rules regarding the 21 percent excise tax on compensation over $1 million and excess parachute payments paid by tax-exempt organizations to certain covered employees. The proposed regulations affect certain tax-exempt organizations, government entities, and certain entities that are treated as related to those organizations.

DOJ Updates Guidance on the Evaluation of Corporate Compliance Programs

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The Department of Justice-Criminal Division recently updated its internal guidance to federal prosecutors for evaluating corporate compliance programs. Despite the lack of major substantive changes, the updated guidance encourages prosecutors to take the risk profile of corporations into account when evaluating its compliance programs.

DOJ Targeting Private Equity Firms in False Claims Act Litigation

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The False Claims Act (FCA) has long been a powerful tool for the federal government to generate large recoveries from government contractors, including companies in the healthcare industry. In fiscal year 2017 alone, the US Department of Justice (DOJ) recovered more than $3.7 billion in settlements and judgments in civil cases brought under the FCA.