Center for Management of Emerging Companies

Director Education & Performance Assessment

Accepted notions of good corporate governance dictate the implementation of director education programs and regular assessments of the performance of the board of directors and each of the directors individually.  This report outlines some of the key elements of an effective program for orienting new directors, providing continuing education to directors during their service on the board and conducting evaluations of board and director performance.

Crisis Management

Recent events, from terrorist attacks to widespread product defects to man-made natural disasters to disclosures of illegal and unethical activities among senior executives at well-known high profile companies, have led to enhanced emphasis on the art and science of "crisis management."  This post provides an introduction to crisis management including risk factors for potential crisis situations and tips on setting up and administering a crisis management program.

Antitrust Compliance Programs

It is essential for companies of all sizes to develop some sort of formal program and procedures relating to antitrust law compliance.  This report describes the benefits of establishing such a program and provides you with a useful checklist of the issues that you will need to consider during the course of day-to-day activities.

Strategic Alliances: Governance & Dispute Resolution Mechanisms

Strategic alliances, being creatures of contract as opposed to formal legal entities with their prescribed rules and requirements with respect to governance and termination, provide significant potential for opportunism and risks that one or both of the parties may appropriate the fruits of the pooling of resources and use them in ways that avoid the requirement to share profits among the parties.  This report examines how alliance partners can contain opportunism through careful drafting of governance and dispute resolution procedures.

Trade Secret Protection Programs

For many companies, state trade secret protection laws have become a preferred form of intellectual property protection, even in cases where the subject matter (i.e., inventions) might otherwise be eligible for patent protection.  In order to achieve and maintain the maximum value from their trade secrets companies must establish a trade secret program.  In this report I discuss some of the basic elements of such a program and provide an example of a corporate statement on the subject that can be used as a guideline for establishing procedures and training purposes.

Role of Counsel in Supporting the Board of Directors

This post includes a summary of the role of counsel in supporting the board of directors and should be required reader for directors and senior executives as they evaluate the activities of the general counsel and outside law firms.  In fact, it is recommended that the board include an assessment of the performance of its legal advisors as part of the board's own annual report card process. 

Role of Disclosure and Nominating Committees

While audit committees justifiably attract most of the attention when corporate governance issues are discussed many other board committees also play important roles in providing objective expertise when seeking to resolve various issues relating to the operation of reporting companies.  In this post we discuss the role and administration of disclosure and nominating committees.

FCPA Enforcement Trends

Many countries, including the United States, have specific laws on conducting business with foreign government officials that may come into play in any given export sales or other international transaction.  While the US Foreign Corrupt Practices Act (FCPA) is of particular important to public companies it is important for all businesses, regardless of size, to be aware of issues that might arise whenever there is a possibility that foreign government officials will be the subject of bribery by companies or their local agents.  This month's report provides an overview of recent and future FCPA enforcement trends.

DOJ Policies on Corporate Compliance Programs

Either as a matter of internal policy or in response to specific requirements included in legislative actions, many government agencies have issued rules and guidelines relating to corporate compliance programs.  This report provides an overview of the latest influential statement of policy issued by the Department of Justice regarding the factors that federal prosecutors should consider in deciding whether to pursue criminal charges against a corporate target.  Among other things, the policy--referred to as the Filip Memorandum--discusses how prosecutors should evaluate the effectiveness of a compliance program.

Listing Requirements for Audit Committees

The audit committee is the most important of the board committees.  Audit committees are responsible for overseeing the quality and completeness of the disclosures made by a company, interacting with the company's outside auditors and ensuring that there is independent and critical review of the accounting practices of the company.  This week's report discusses the listing requirements of the two major national securities exchanges relating to audit committees.