The New Law Department Professional: Transforming Legal to Run as a Business Unit

ZapprovedZapproved has published “The New Law Department Professional,” which discusses the savings corporate legal departments can realize by bringing e-discovery in-house.

“Although their primary duty has always been to protect the organization, in-house legal professionals commonly wear two hats,” the company says in a release. “In addition to their core responsibilities, they often are tasked with handling the administrative operations of the legal department. In the past, marrying these dual roles meant that this less substantive, ministerial work became less of a priority and was pushed down to lower levels or that this work was compartmentalized, leading to independent—and inefficient—silos. Today, however, things have changed.

“These days, legal professionals are expected to lead the charge in implementing corporate initiatives aimed at reducing costs, mitigating risk, introducing new technologies, and changing corporate culture. No longer are the administrative priorities secondary to the substantive work—they are an integral part of it. At the 2016 Conference on Preservation Excellence, panelists discussed ways the new breed of law department professionals are helping to transform their department so it runs like a business, from e-discovery to information governance and more.”

The discussion features:

Moderator:

  • Mike Quartararo, Director of Litigation Support Services, Stroock & Stroock & Lavan LLP

Panelists:

  • David Castro, Associate General Counsel and Chief Litigation Counsel, Hess Corporation
  • Dawn Radcliffe, Legal Operations Manager, TransCanada Pipelines, Ltd.
  • Charisma Starr, Legal IT Manager, Exelon

Download The New Law Department Professional

 

 




White House Continues Attack on Non-Compete Agreements

“State Call to Action on Non-Compete Agreements” is the White House’s latest in a series of Executive Branch missives decrying the purported misuse of non-competition agreements by employers across the country, according to an article posted on the website of Jackson Lewis P.C.

Authors Clifford R. Atlas, David M. Walsh and Erik J. Winton write that the latest call to action repeats some of the Administration’s earlier conclusions on the subject: “including the view that use of non-compete agreements artificially restrict competition, restrict worker mobility, create barriers to changing jobs and weaken employees’ bargaining power. The stated goal of the White House issuances on non-competes is to address wage stagnation and boost the economy.”

“Many attorneys who represent companies in restrictive covenant litigation find the Administration’s conclusions and stated concerns about the evils of non-compete restrictions puzzling,” they write.

Read the article from Jackson Lewis.

 

 




NACD Introduces New Initiative: The Strategic-Asset GC

National Association of Corporate DirectorsThe National Association of Corporate Directors has introduced the its new Strategic-Asset GC initiative, which recognizes the unique position general counsel hold relative to their boards of directors.

The new NACD initiation provides an exclusive view into how today’s general counsel are helping to craft boardroom strategy.

This NACD effort will aim to provide general counsel with valuable insights from directors, subject-matter experts, and fellow general counsel in order to help identify effective strategies for continued partnership. Led by a General Counsel Steering Committee, The Strategic-Asset GC initiative will include a quarterly webinar series, resources, and peer-to-peer events.

Sign up for access.

 

 




New Research Reveals Third-Party Risk Management Best Practices

Risk managementNavex Global has produced a benchmark report that can be used to help organizations judge how effective their third-party risk management systems are and how to make improvements.

On its website, Navex says one-third of organizations have faced recent legal action related to their third parties.

The new 2016 Third Party Risk Management Benchmark Report is available for free downloading.

Use this report to identify gaps, get buy-in for additional resources and make your program more efficient. The report discusses:

  • Trends for screening and monitoring third parties
  • About the program maturity model and how it impacts your due diligence programs
  • How automated systems help increase performance satisfaction
  • Recent developments in legal costs and number of incidents

Download the Navex report.

 

 




U.S. Charges in Generic-Drug Probe to Be Filed by Year-End

Pills on tableU.S. prosecutors are bearing down on generic pharmaceutical companies in a sweeping criminal investigation into suspected price collusion, a fresh challenge for an industry that’s already reeling from public outrage over the spiraling costs of some medicines, reports Bloomberg.

David McLaughlin and Caroline Chen write that the antitrust investigation by the Justice Department spans more than a dozen companies and about two dozen drugs. A grand jury is examining whether some executives agreed with one another to raise prices, and the first charges could emerge by the end of the year, sources told the reporters.

“Among the drugmakers to have received subpoenas are industry giants Mylan NV and Teva Pharmaceutical Industries Ltd. Other companies include Actavis, which Teva bought from Allergan Plc in August, Lannett Co., Impax Laboratories Inc., Covis Pharma Holdings Sarl, Sun Pharmaceutical Industries Ltd., Mayne Pharma Group Ltd., Endo International Plc’s subsidiary Par Pharmaceutical Holdings and Taro Pharmaceutical Industries Ltd.,” according to the report.

Read the article.

 

 




2016 In-House Legal Benchmarking Report

exterro-inhouse-legalExterro has published its “2016 In-House Legal Benchmarking Report,” which allows readers to compare their legal processes to their peers and learn how other legal departments are trying to become more productive and reduce legal spend without sacrificing defensibility.

The report, with the subtitle “Reducing Costs, Increasing Productivity in Today’s Complex Litigation Environment,” is available for free downloading.

The publication:

  • is a 24-page comprehensive report, which surveyed 76 in-house legal professionals
  • Key topics include how legal departments are allocating spend, techniques used to manage legal operations and much more…
  • Interesting stats, including: 77% of respondents will invest or evaluate some type of legal project management software in the next 1 – 2 years

Download the report.

 

 




Webinar: Survey Says Executive Pay Incentives Matter, but the Devil is in the Details

business-executives-150Pearl Meyer and the National Association of Corporate Directors will present a complimentary Nov. 10 webcast to review key findings and analysis from research into executive pay practices and offer guidance on select actions that should be considered for 2017 plans and Q1 bonus payouts.

The webinar will be Thursday, Nov. 10, 2-3 p.m. EST.

Pearl Meyer’s annual fall survey of senior executives and compensation committee members, Pearl Meyer On Point: Looking Ahead to Executive Pay Practices in 2017, looks into pay level expectations and potential changes to annual and long-term incentive plans, as well as respondents’ opinion on various Dodd-Frank provisions affecting compensation.

Webinar presenters will be:

Howard Brownstein (moderator) is president and founder of The Brownstein Corp., a nationally-known turnaround-management firm. He regularly serves as an independent director and currently chairs the audit committee of PICO Holdings Inc., and also chairs the nominating and governance and the strategic planning and risk assessment committees of P&F Industries Inc.

David Seitz is a managing director with Pearl Meyer, located in Dallas and affiliated with the firm’s Houston office. He has nearly 30 years’ experience in compensation consulting and particular expertise in long-term incentive plan design. Additional areas of concentration include director compensation, performance metrics, and total compensation strategy, among others.

Register for the webinar.

 

 




Class-Action Attorneys Awarded $555.2 Million for Work in BP Suits

Image by U.S. Coast Guard

Image by U.S. Coast Guard

A federal judge has ordered that attorneys representing private individuals and companies who entered into economic and medical claims settlements with BP stemming from the Deepwater Horizon disaster are entitled to be paid $555.2 million to cover their legal fees and remaining court costs, reports The Times-Picayune of New Orleans.

U.S. District Judge Carl Barbier pointed out that award represents about 4.3 percent of the estimated $13 billion that BP is expected to pay under the ongoing settlements. That compares to the average 9.92 percent of awards paid as fees and court costs in 21 similar “super-mega-fund” settlements totaling more than $1 billion, he said in an order.

“In weighing the award against local billing rates, Barbier said it would be the equivalent to an average $450 per hour legal fee, after being weighted for the intensity of effort involved in the case,” writes reporter Mark Schleifstein. “That compares to average nationwide rates of $604 for partners and $370 for associates in 2014, and to the $600 per hour paid by the state of Louisiana to its attorney in the BP case, Barbier said.”

Read the article.

 

 




ACC Annual Meeting 2016 – A Wrap-Up from Above the Law

Above the Law covered the recent Association of Corporate Counsel annual meeting and published a wrap-up of its coverage.

The stories include some wise advice from a panel of general counsel, in “5 Tips For Running Your In-House Legal Department Like a Business.”

Other items include “Judge Richard Posner On SCOTUS: ‘The Supreme Court Is Awful’,” “5 Tips For In-House Lawyers To Make Discovery Less Painful,” “From Bathrooms To Body Art: Emerging Issues In Employment Law,” “How In-House Lawyers Can Expand The Role Of Non-Lawyers Allied Professionals To Improve Delivery Of Legal Services,” and “A Crash Course On Indemnification And Insurance In Big-Ticket Litigation.”

Also, “The Challenging Value Proposition Of Junior Associates,” “10 Tips For A New General Counsel,” “Litigation Finance: What Lawyers Need To Know,” “Explaining Privacy And Cybersecurity To A Corporate Board,” “5 Tips For Executing Major M&A Transactions,” and “What Will (And Won’t) Get Your M&A Deal Killed.”

Read the articles.

 

 

 




Leveling Deal Activity And Optimism In Dykema’s 12th Annual M&A Outlook Survey

M&ARespondents to Dykema’s 12th Annual M&A Outlook Survey predict a flat year ahead with steady deal flow, expressing an overall neutral viewpoint coinciding with the recent leveling off of the global M&A market.

Nearly half (47 percent) of respondents said they expect the market will see no significant change in the next 12 months, up from 43 percent in last year’s survey. Executives expressed some concerns about the effects corporate tax increases, increased federal regulation and taxation of carried interest could have on M&A in the coming year. But they believe other hot button news like Brexit fallout, financial-institution regulatory reform and uncertainty about the upcoming presidential election, will have a negligible effect on deals.

“When it comes to M&A in 2017, the biggest determining factor is likely the fate of the U.S. economy,” opined Thomas Vaughn, co-leader of Dykema’s M&A practice. “It’s not surprising that respondents – seeing a decline in 2016 deal volume after several years of strong growth – are taking a wait-and-see approach.”

The survey yielded a number of other interesting conclusions, including:

  • By a two-to-one margin, respondents said the policies of Republican Donald Trump, if elected, would be more supportive of the U.S. M&A market than Democrat Hillary Clinton. But a plurality of respondents said both candidates would have a neutral effect on the U.S. M&A market in 2017.
  • About half of respondents (49 percent) said availability of capital was most responsible for fueling current M&A activity, essentially the same percentage as in 2015. Twenty-five percent of respondents credited favorable interest rates, a 7 percentage point increase from 2015 despite the Federal Reserve’s December 2015 rate increase.
  • Respondents said U.S. financial buyers had the most influence on U.S. deal valuation over the past 12 months. This was the first time strategic U.S. buyers weren’t seen as the most influential since the 2008 survey – even if financial buyers beat out strategics by only 5 percentage points.
  • Sixty-eight percent of respondents said they expected an increase in M&A activity from privately owned businesses in 2016, down from 72 percent last year. The 4 percent difference basically mirrors the drop in the percentage of respondents predicting M&A growth this year.
  • Despite the drop in overall confidence, 70 percent of respondents said they expect an acquisition involving their company or one of their portfolio companies in the next 12 months, up from 67 percent in 2015. Forty-eight percent expected a sale, compared with 42 percent last year.
  • Aging business owners seeking to sell were again seen as the top driver for growth in M&A activity from privately owned businesses.

“While this year’s report demonstrates a more neutral sentiment for the global M&A market as a whole, there are segments of the market catching attention, including the energy, healthcare and technology sectors,” said Jeff Gifford, co-leader of Dykema’s M&A practice. “On the international front, the pace of outbound acquisitions by Chinese companies, particularly in the U.S. and Europe, does not appear to be slowing down anytime soon. This trend is in large part due to an increasing level of comfort navigating Chinese regulatory bodies and growing confidence that these deals will go through successfully.”

Survey results are being released this week at Dykema’s exclusive annual M&A outlook events in Detroit, Chicago and San Antonio.

See the full report.

 

 




Complimentary Ethics & Compliance Virtual Conference

EthicsNavex Global will present the sixth annual Ethics & Compliance Virtual Conference on Nov. 15 — a free, one-day, online event.

The conference will be Tuesday, Nov. 15, from 8:30 a.m. until 2:30 p.m. Pacific time.

A goal of the event is to discuss how to deliver quantifiable value to an  organization, while meeting constantly changing legal and regulatory requirements.

The agenda consists of 11 educational sessions focused on harnessing the business value of an ethical culture, including three sessions specifically on the driving forces behind regulatory change and compliance challenges.

Howard Putnam, former CEO of Southwest Airlines, will headline the event, discussing how the culture of  Southwest Airlines benefit employees, reputation and profits—and the critical role compliance professionals played.

Register for the event.

 

 




Thomson Reuters Survey Reveals Developing Trend in Legal Departments

More than 40 percent of legal departments indicated the top benefit of increasing efficiency is being able to focus on more strategic work, and many are turning to legal department operations professionals to enable them to be more strategic in how they advise the business, according to the Thomson Reuters 2016 Legal Department In-Sourcing and Efficiency Report: The Keys to a More Effective Legal Department. The report, conducted for a second consecutive year, surveyed 429 attorneys and operational professionals working in corporate legal departments and examines how in-house teams are managing internal and external resources to achieve greater efficiency and productivity.

“As expected, we continued to hear that corporate legal departments are doing more with less,” said Mark Haddad, vice president of the Corporate segment for Thomson Reuters. “In-house teams are still dealing with the larger market changes that occurred following the 2008 global economic meltdown, and the survey uncovered how some in-house leaders are adjusting to these shifts: hiring legal department operations professionals to act as their change agents.”

The report reveals a rise in employing legal department operations (LDO) professionals in response to a backlash against the time-consuming administrative work facing legal departments. Many departments reported being besieged by the operational activities that come with being part of a corporation. Among the ways general counsel are addressing this is by employing LDOs to foster change.

“LDOs are managing outside counsel and employing legal managed services providers, as well as identifying and deploying new technologies across the legal department,” explained Haddad. “It’s an encouraging development in the legal profession. General counsel indicated a strong need to work more strategically, and bringing in LDO professionals to concentrate on business operations allows corporate counsel to focus on legal work and be more proactive and strategic in how they advise the business.”

The report found another upside to employing LDO professionals: By allowing corporate counsel to dedicate more time to the practice of law, less work has to go to outside counsel. The report analyzes how legal departments are keeping work in house, particularly with certain tasks related to contracts, intellectual property, mergers and acquisitions, and litigation. The report also explores which matters and tasks in-house counsel still turn to outside counsel for, and the reasons driving the work to law firms, including legal complexity and jurisdictional reasons.

“By changing how legal departments partner with outside counsel, hiring LDOs and implementing new technologies, legal departments are finding more ways to adapt to cost pressures and see a greater return on total legal spend,” added Haddad.

The report findings underscore general counsels’ awareness of the need for greater innovation to improve efficiency and productivity. It also assesses how in-house teams are introducing efficiencies within their legal departments — across people, processes and technology — and are further redefining the in-house/outside counsel relationship.

Download the report.

 

 

 




Your Organization’s Corporate Culture Needs TLC

By Patty P. Tehrani
Lawyer and Founder of Policy Patty Toolkit

ComplianceThousands of employees are fired at a bank, and a seasoned car engineer pleads guilty to criminal charges. Both cases involve examples of massive fraud with lingering doubt about how and whether the underlying companies can bounce back. And while these well-publicized scandals dominate headlines for a period the repercussions internally have long-term if not a permanent effect. Employees are left to doubt both the viability of their jobs and the future of their organizations. Morale wanes impacting service, productivity, and operations as uncertainty, frustration and anger increase.

Systemic malfeasance often reveals legal and regulatory issues but results in little to no focus on how the organization’s corporate culture contributed to the events. How can that be? Corporate culture is the character, the foundation of an organization. It is supposed to represent the common beliefs employees and management share about conduct and its consequences.

Another reason corporate culture is critical is the growing importance of the Millennial generation in today’s workforce. Unlike older generations less inclined to question management and corporate direction, this group is not shy about challenging established notions about employer identity and direction. They tend to emote more and use social media to quickly vocalize concerns and issues between an organization’s aspirations and its actions.

Corporate Culture can only be sustained through a history of trust, fair dealing, and ethical behavior. Left unattended or to deteriorate, your organization is susceptible and may suffer irreparable damage. With this in mind, you may want to assess your corporate culture. Below are key factors for a new organization’s culture to leverage or the first step to revitalizing or reshaping culture in an organization looking to change:

• Core Purpose – Vision
• Core Standards – Values
• Core Practices – Rules
• Core People – Leaders and Employees
• Core Understanding – Education and Training
• Alignment with Strategy and Processes

Core Purpose – Vision
The first component of corporate culture is a vision or mission statement that defines the organization’s purpose. The statement should:
• be short and simple;
• guide the actions of an organization;
• set out an overall goal; and
• provide a framework for which the organization’s strategies are formulated.

How do you draft your vision statement? The clearer your vision statement the more effective it is. To help draft the statement, Forbes contributor Patrick Hull considers the following four essential questions a mission statement must answer.

• “What do we do?”
• “How do we do it?”
• “Whom do we do it for?”
• “What value are we bringing?”

Another way to think about the vision statement is that it should tell current and future key stakeholders (employees, partners, shareholders, investors, and the public at large) where the organization is today and where it wants to be tomorrow.

Core Standards – Values
An organization’s culture cannot reside solely with a vision statement and requires standards on how to reach its purpose. That’s why you need to complement your vision statement with the next key component – values. These principles guide your organization’s core behaviors to reach its vision. Values let key stakeholders know how the organization will strive to reach its purpose – in particular – how it will serve its clients, act toward colleagues, and uphold minimum conduct standards. If done properly, they form an ethical foundation for the organization. If truly authentic, they guide the behavior of employees and ultimately assist them in determining what is right and wrong.

Core Practices – Rules
Values have little to no impact if there are no rules – the next component – to dictate an organization’s practices. Values must be integrated into an organization’s practices – principles, policies, and procedures. These rules guide accepted business strategies and objectives. They link up the organization’s Values and Vision with day-to-day operations. Rules identify the key activities and provide a general approach to decision-makers on how to handle issues as they arise. This is accomplished by providing the reader with requirements, possible limits and a choice of alternatives that can be used to ‘guide’ their decision-making process as they attempt to overcome problems.

Core People – Leaders and Employees
An organization’s culture is only sustainable if its people – leaders and employees – embrace it. Charles Ellis, author of What it Takes: Seven Secrets of Success from the World’s Greatest Professional Firms, noted that the best firms are “fanatical about recruiting new employees who are not just the most talented but also the best suited to a particular corporate culture.” That’s why it is critical to hire and maintain people that not only embrace their organization’s culture but also promote and reinforce it through the following means:

• Higher purpose – An organization’s social responsibility and corporate citizenship programs serve a goal greater than maximizing shareholder returns. By highlighting the value that employees can add to society, leaders can inspire them toward behaviors that may increase value. Actions beyond just self-interest and pride in the workplace through social and community help employee loyalty to the organization.

• Examples from the top – Leaders need to set the “tone at the top” and get in front of promoting and fostering the organization’s cultural attributes. One critical aspect is their promotion of accountability. Employees must know and see there is accountability for proven wrongdoing regardless of position or tenure. Failure to apply responsibility for malfeasance can be extremely damaging to corporate culture. This is especially true when leaders are not answerable for their actions, and others with far less power are. This leaves employees and probably others to wonder whether management is truly committed to the organization and its culture. Separately, leaders need to appeal to employees more through their stories and actions than directives. This allows leaders to be more relatable allowing them to reveal something of themselves and show some vulnerability.

• Participation – If an organization truly values its employees it needs to engage them and provide opportunities for them to participate. This can be done by linking the deeds of individuals at any level to key goals and strategies. The drive becomes more of movement allowing employees to drive the culture and not just to follow it. Employees that have a stake in the organization’s success will be more likely to push its initiatives through. With committed and engaged employees, companies can be more productive and possibly more profitable.

Core Understanding – Education and Training
To promote corporate culture, employees need to know what it is. That is why communication is the next core component to developing or fostering an organization’s culture. Some of the questions to ask in how effectively culture is being communicated:

• How is your corporate culture communicated across the organization?
• What message on ethics and compliance is being perceived by employees at the lowest level of the organization?
• How and how often do your measure your corporate culture?
• Are periodic surveys used to measure the organization on culture?
• Have there been any recent developments that require reinforcement or assessment of your culture – for example, acquisition, regulatory finding, major litigation or reputational harm?
• How involved is your management and as appropriate the board in communicating the organization’s culture?

Communication can be formal or informal, but in either case more powerful when done on an ongoing basis and in a manner that is relevant to its audience and easy to follow.

Alignment with Strategy
Culture can help determine the values and habits that shape how an organization’s strategy becomes a reality. If a new strategy conflicts with established practices, employees will likely struggle to change. Aligned strategies and culture help employees manage day-to-day challenges. They are more productive and loyal, and more likely to recommend the organization to friends. Additionally, a strong, sustainable culture helps create a powerful brand that can have positive effects on the bottom line.

Conclusion
There are other factors that influence culture but the components discussed above can provide a well-founded basis for shaping an organization’s culture.

To help you assess and where necessary revitalize or reshape the culture of your organization, consider the following assessment:
• Step 1: Assess your current cultural tendencies:
o Survey employees, clients, and business partners about values:
 that are important to them;
 they see being expressed in the current culture; and
 required to take the organization to the next level.

o Check to see how your culture is supportive of your strategy and visa versa.

o Use the results of the survey to:
 better understand your stakeholders – their motivations, experience within your organization, and where they think the organization should be heading; and
 identify potential roadblocks and cultural forces that will propel your organization forward.

• Step 2: Launch a discussion and do so on an ongoing basis:
o Share the results of your surveys – both good and bad news, for better transparency.
o Launch discussions with different focus groups to help bring about the desired cultural change.
o Find ways to encourage, solicit and cultivate ideas and behaviors from employees on an ongoing basis to help maintain the culture.

• Step 3: Identify the elements of your culture you want to focus on and review your processes to make sure they are aligned with it. Examples of processes include:
o Leadership behaviors
o Annual budget cycle
o Sales/service approach
o Performance management systems
o HR practices and hiring guidelines

• Step 4: Define a maintenance plan to periodically measure and update your culture as needed to make sure it is maintained and viable. Consider these steps:
o Assess your culture on a regular basis (at least every couple of years but preferably annually) to make sure your culture is moving in the right direction.
o Develop reporting measures that are simple and include minimum and stretch targets, and not be too easy or difficult to reach.
o Assess and update your processes.
o Communicate using different channels of communication to ensure an ongoing dialogue that encourages input from all levels of the organization and possibly some outside of it.
In the end, no organization is without its challenges but creating a viable organizational culture that is sustained properly will most definitely help it and possibly reap great returns.

 

 




Inside the Secret Society of Wall Street’s Top In-House Lawyers

Bloomberg News reports on a Wall Street club that’s virtually unknown on Wall Street.

“The attendees are top in-house lawyers for some of the world’s most powerful banks — people who sit at the table for decisions that can shape multibillion-dollar litigation tabs for the likes of Barclays Plc, Citigroup Inc., Goldman Sachs Group Inc., Deutsche Bank AG and JPMorgan Chase & Co.,” write Greg Farrell and Keri Geiger.

They report that attendees at the recent gathering wanted to discuss a common foe: “class-action lawyers who seek billions of dollars from top banks for alleged market manipulations and related bad behavior. Eric Grossman, chief legal officer at Morgan Stanley, implored his confederates to hang together and resist the temptation to settle quickly.”

Read the article.

 

 

 




How Wells Fargo’s John Stumpf Crashed Himself

wrong-right-good-bad-decisions-signsIn a Fortune article,  analyzes the fall of Wells Fargo former CEO John Stumpf, finding that Stumpf underestimated the gravity of the situation three times, and each time his responses have been only strong enough to make things worse.

“When a corporation suddenly faces a public crisis of any kind – financial scandal, product recall, executive misbehavior, etc – the big question is always, ‘How strongly do we react?’ It’s often a tough call that has to be made under extreme time pressure, without all the essential facts fully known,” writes Pendergrass. “Overreact, and you can make the problem bigger than it actually is. But underreact, and you can find yourself in an irreversible nosedive.”

The writer traces the executive’s handling of the crisis, pointing to the three times he responded with too little too late.

Read the article.

 

 

 

 

 




Hedge Fund Sues Theranos, Citing ‘Lies, Material Misstatements, and Omissions’

Elizabeth Holmes

Elizabeth Holmes

Photo by Max Morse for TechCrunch

Partner Fund Management, a San Francisco-based hedge fund that reportedly wrote out a $96 million check to Theranos in 2014, is now suing the blood-testing startup and its founder, Elizabeth Holmes, reports TechCrunch.

In its filing, the plaintiff says Theranos duped it into investing “through a series of lies, material misstatements, and omissions,” and accusing the firm of engaging in “securities fraud and other violations by fraudulently inducing” it to invest and to maintain its investment in the company reports .

Reports says that the plaintiff claims says Holmes and another former Theranos executive blatantly lied to the hedge fund by claiming it had developed “proprietary technologies that worked” and that it was nearing regulatory approvals.

Read the article.

 

 




Obama Takes Aim at U.S. Corporations Shifting Profit Overseas

Banking - taxes - moneyReuters is reporting that U.S. regulations, proposed by the Treasury to crack down on companies that try to reduce taxes by rebasing abroad, have begun a White House review and could be finalized shortly.

The regulations would make it difficult for U.S. business operations to avoid taxation while shifting profits overseas through a practice called “earnings stripping.”

The White House Office of Management and Budget regulations received the proposed regulations last week and now has up to 90 days to decide whether the rules should be finalized or returned to Treasury for further consideration, reports Reuters’ David Morgan.

“The Obama administration has faced widespread criticism from the business community over its regulatory assault on tax inversions, which are tax-driven mergers in which a U.S. company acquires a smaller, foreign business in a low-tax country and shifts its headquarters there, if only on paper, to avoid higher U.S. taxes,” according to the report.

Read the article.

 

 




11 Steps Your Board Needs to Take Now

board of directors - conference tableThe National Association of Corporate Directors has published the 2016 NACD Blue Ribbon Commission Report: Building the Strategic-Asset Board. The report is designed to help readers prepare for boardroom discussions on top-of-mind issues related to board strategy and composition.

The NACD says this report, based on the recommendations of leading directors, investors, and subject matter experts, outlines steps corporations and general counsel can take to help the board continuously improve boardroom performance, including how to

  • make relevant updates to your governance principles;
  • plan board succession in line with the company’s long-term strategy; and
  • consider tenure issues as part of your director review process.

The full report is available exclusively to NACD members, but the executive summary, which includes a list of additional recommended steps for building a strategic-asset board, is available to anyone.

Download the summary.

 

 




Executive Pay Clawbacks Are Gratifying, but Not Particularly Effective

Businessman - executiveIf the goal of compensation clawbacks is to keep corporate executives honest, then they aren’t doing the job, according to a report by The New York Times.

As evidence, writer  recent action by Wells Fargo’s board. The bank’s directors acted on Tuesday to recover $60 million in stock grants from two top executives after a phony-account-opening scandal rocked the company and its executives. But the move came almost three years after the improprieties came to light.

There are several reasons givebacks are rare, Morgenson reports: “One is that corporations limit the scope of their recovery policies. For example, the policies are written to cover only a portion of an executive’s pay.”

“Clawbacks extending to all types of compensation are uncommon,” James F. Reda, managing director of executive compensation consulting at Arthur J. Gallagher & Company, told the reporter. “They typically only apply to the cash portion and only to the top executives.”

Read the article.

 

 




Salesforce Pushes Regulators to Block Microsoft’s LinkedIn Deal

LinkedInSalesforce once enjoyed a cozy relationship with Microsoft, now it’s urging regulators to kill Microsoft’s deal to buy LinkedIn as “anticompetitive,” according to the company’s chief legal officer.

CNN Money is reporting that Salesforce also bid for LinkedIn, but lost out to Microsoft’s $26.2 billion bid for the professional social network.

“Microsoft’s proposed acquisition of LinkedIn threatens the future of innovation and competition,” Burke Norton, chief legal officer at Salesforce, said in a statement. “By gaining ownership of LinkedIn’s unique dataset of over 450 million professionals in more than 200 countries, Microsoft will be able to deny competitors access to that data, and in doing so obtain an unfair competitive advantage.”

“The combative remarks hint at a renewed chill in the relationship between Salesforce and Microsoft,” writes CNN’s Seth Fiegerman. “The two companies entered into a global strategic partnership in 2014, heaping praise on one another after years of fierce competition. It was unclear how Salesforce’s comments would impact the partnership.”

Read the article.