Compliance Stuff

Thinking about where to incorporate your company? While Delaware has long been the go-to choice for startups formed as corporations in the US, we’ve observed that recent changes in the legal landscape and statements by public figures have led founders to take a look at other states – especially Nevada and Texas. Each state offers its own approach to corporate governance, director and  officer  liability, stockholder rights, and how business disputes are resolved, and the best choice depends on your company’s specific needs and priorities. The chart below highlights some of the key differences in corporate law among Delaware, Nevada and Texas to help you better understand what’s at stake when choosing your company’s legal home. Keep in mind, this chart only covers certain legal differences, but practical factors also matter and are worth considering with your legal counsel. For example, your current or prospective investors may prefer or just be more familiar with a certain s...

Corporate governance & compliance preserves the corporate veil and is a duty of any officer of an LLC or Corporation. What is corporate governance and compliance, and why is it important to protect the integrity of the “corporate veil” throughout California and the U.S.? Important Takeaways of How and Why Corporate Governance & Compliance Preserves the Corporate Veil: The "corporate veil" is the primary reason for having any business entity. The business entity shields the company's owners from personal liability that might otherwise arise out of the risks and disputes of business. Protecting the corporate veil through governance and compliance is a key duty of any officer of the corporation, and should always be a focus. Depending on the size and scope of the corporation or LLC, governance and compliance should be an annual priority, and at least a quarterly focus. Governance is about setting the policies and direction of the corporation. Compliance is preci...

In an environment where public scrutiny is high and enforcement expectations are rising, investing in strong corporate ethics and oversight frameworks has become a strategic necessity for public companies. Effective compliance programs are no longer merely regulatory check-the-box exercises. They are essential tools for managing risk, safeguarding reputation, and meeting the expectations of regulators, investors, and other stakeholders. In this Insight, we explore core elements of ethical governance for public companies, focusing on compliance programs, oversight and governance, codes of ethics, reporting mechanisms, investigations, and the nuanced landscape of code waivers and disclosures. COMPLIANCE STILL MATTERS Despite speculation about regulatory fatigue, compliance remains central to corporate governance. As  emphasized by the head of the US Department of Justice’s (DOJ’s) Criminal Division  at SIFMA’s Anti-Money Laundering and Financial Crimes Conference earlier this ye...

  There are countless examples in recent news highlighting the potential for far-reaching consequences when wrongdoing goes unchecked, and when whistleblowers face unbridled public scrutiny. Safety hazards could result in serious injuries or even further loss of life and financial penalties and reputational damage could be significant. By protecting whistleblowers, taking their concerns seriously, and even providing them with monetary incentive, corporate boards can utilize whistleblowers as an effective mechanism to promote their companies’ success from within and protect the communities that they serve. As Jackson Lewis attorneys Lindsay Dennis Swiger and Christian Clark highlighted recently in an article titled “’ Knock on our door before we knock on yours:’ Recent DOJ Trends | Corporate Governance & Internal Investigations Advisor (corporatecomplianceadvisor.com) ,” the United States Department of Justice is implementing a pilot program to monetarily reward employees who “b...