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Chapter Resources

  • 09

    Dec

    Articles and Whitepapers

  • 12

    Feb

    Articles and Whitepapers
    A Seat at the Table: Celebrating Women & Board Leadership

    A Seat at the Table: Celebrating Women and Board Leadership, a report on gender diversity in New Jersey’s corporate boards, is a joint initiative of Executive Women of New Jersey and PwC. The report provides statistics on board composition in New Jersey’s top 111 publicly-held companies, as well as numbers on women in executive officer and CEO positions, highlighting the high earners.


  • 19

    Dec

    Articles and Whitepapers
    2013: CyberWarfare Confronts The General Counsel

    America’s corporations are under attack. Private industry built the Internet as we currently know it, and these same institutions are now being bombarded by thieves, fraudsters, and anarchists seeking to infiltrate corporate computer systems and exfiltrate data. The bad guys are usually after customers’ personal information, including name, Social Security number, date of birth, credit card number, driver’s license number, or taxpayer identification number, to name a few.1 Other cyber attackers seek intellectual property in the form of trade secrets and sensitive commercial information that can be used for weapons systems or unfair corporate competition. The risk posed by these cyber combatants – who are usually anonymous and oftentimes committing their crimes from computer terminals located in countries that lack criminal extradition agreements with the United States – and the resulting dangers to electronic privacy and cybersecurity are just now exploding into the nation’s consciousness


  • 17

    Dec

    Articles and Whitepapers
    SEC Proposes Rules Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and 144a Offerings Pursuant to Jobs Act

    On August 24, 2012, the Securities and Exchange Commission ("SEC") proposed rules to eliminate the prohibition against general solicitation and general advertising in certain private securities offerings. This rulemaking measure implements Section 201(a) of the Jumpstart Our Business Startups Act ("JOBs Act").


  • 11

    Dec

    Articles and Whitepapers
    Executing a Successful Liquidity Event – Preparing to Capitalize on an Improved Market

    The liquidity markets are far more active than even just a year ago. While the challenges in executing the Facebook initial public offering have dulled the IPO market, private equity and strategic buyers are vigorously pursuing growth vehicles. Reasons for the increased availability of capital include: a return of the debt markets, potential changes to capital gains tax rules, and the need for private equity to put to work capital dormant during the recession. As a result, well-positioned companies have greater access to the equity markets as a means to drive growth than they have had since 2006. For most entrepreneurs, however


  • 11

    Dec

    Articles and Whitepapers
    What Directors Should Know About Changing Market for M&A Insurance

    You are in a special meeting of the board of directors to discuss the acquisition of a key supplier for $400 million. As a standalone business, the target firm generates strong earnings, but there are an enormous amount of potential synergies to be gained by combining the target’s operations with yours. The upside of the deal is clear, but you are concerned that the seller of the business, a private-equity firm that has put the company through a rigorous auction process, is willing to provide only a $10 million post-closing escrow to support the representations about the business made in the acquisition agreement. You are accustomed to having a post-closing escrow, of at least 10 percent of the deal value, in place and your company’s deal team negotiated rigorously for a larger escrow.


  • 11

    Dec

    Articles and Whitepapers
    Cyber-Threats and Financial Institutions: Assume all networks are infected...Is this the new normal?

    Financial Institutions, an already highly targeted industry by cyber criminals, should only expect the number and sophistication of malicious attacks to grow. The adoption of Internet-based commerce systems, while convenient for customers and nancially benecial for some institutions, provides criminals with more opportunities to steal both money and information. Cyberthieves continue to introduce highly sophisticated malware strains to take advantage of vulnerabilities. Bank customers infected with the strains --which frequently go undetected by anti-virus soware – expose nancial institutions to computer network contamination. As a result, the recent consensus among banks has been to assume that all customer PCs are infected.


  • 10

    Dec

    Articles and Whitepapers
    The Equivocal Economy

    Adolescents often rely on “yeah-but” equivocations to explain the complexities of reality. (For example: “Yeah-but I wouldn’t have been late if I wasn’t stopped for speeding.”) In light of the erratic behavior of the economy since the end of the “Great Recession” we should name the rebound the “Yeah-But Recovery” (“YBR”) as in: “Yeah-but it’s not as bad as it was,” and “Yeah-but it’s not as good as it should be.” Federal Reserve Chair Ben Bernanke best summarized the implications of the YBR when he testi?ed that “the economic outlook remains unusually uncertain.”


  • 04

    Dec

    Articles and Whitepapers
    Beyond Risk Management

    Given the accelerating speed and complexity of business, it is the rare board today that isn’t spending more time talking about strategy and risk. Yet some boards are going a step further and taking out the proverbial stepladder to get a better view of the company’s key governance activities. Are risk management, contingency planning, financial reporting and controls, compliance, internal audit, strategic planning and execution, and board oversight all working in sync? Do all of these moving “piece-parts” of the company’s governance have a shared—and current—view of the top risks to the enterprise?


  • 04

    Dec

    Articles and Whitepapers
    ACI Snapshot - New PCAOB Standard Reinforces Robust, Two-Way Communications Between Audit Committee and Auditor

    "No surprises" has long been a goal - and the hallmark - of effective communications and a strong relationship between the audit committee and auditor. With the Public Company Accounting Oversight Board's recent approval of Auditing Standard No. 16, "Communications with Audit Committees," the importance of robust, two-way communications to improve the transparency and integrity of financial reporting will continue to be front-and-center.


  • 28

    Jun

    Multimedia
    KPMG/NACD Quarterly Audit Committee Webcast | June 28, 2012

    The webcast focused on the audit committee's interaction with the chief compliance officer (CCO). It featured a dialogue with Lawrence S. Smith, board member and audit committee chair at Air Products and Chemicals, TE Connectivity, and Preferred Proppants LLC, and Louay H. Khatib, chief compliance officer at ARAMARK Corporation, on the role of the CCO in supporting the audit committee in its oversight of compliance and risk.


  • 01

    Apr

    Articles and Whitepapers
    Spring 2012 Audit Committee Roundtable Report

    Audit Committees, Boards Sharpening Focus on Alignment of Governance Activities and critical Risk Hot Spots.


  • 01

    Apr

    Articles and Whitepapers
    Is Governance Keeping Pace? Highlights from KPMG’s 2012 Audit Committee Issues Conference

    Is Governance Keeping Pace? Highlights from KPMG’s 2012 Audit Committee Issues Conference


  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers
    Do Your Questions Create Value?

    Good directors continuously evaluate and question company performance, strategy and the assumptions used to formulate these plans. Answers to these questions help the board better understand their business and how their CEO and management team approaches and solves complex problems.


  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers
    Leverage Board Diversity for Competitive Advantage

    Technology advances, demographic changes and globalization are impacting and disrupting industries at a breathtaking pace. Technology changes for example have enabled companies like Amazon, Apple, Facebook, Google, Netflix, Uber and others to disrupt industries and leave their competitors continuously scrambling to catch up. Demographic


  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers

  • Articles and Whitepapers
    Five Strategic Questions to Ask Your Transfer Agent Before Renewal

    Synopsis: Even when corporations are satisfied with their transfer agents, they should periodically review these relationships for three reasons: 1) the registered shareholders base keeps gradually shrinking, which potentially warrants cost reduction; 2) new technologies are enabling service enhancements; and 3) the industry remains very competitive during an era of consolidation. This article describes five questions each public company should ask before renewing transfer agent service contracts.


  • Articles and Whitepapers
    Broadridge - Five Strategic Questions to Ask Your Transfer Agent Before Renewal

    Even when corporations are satisfied with their transfer agents, they should periodically review these relationships for three reasons: 1) the registered shareholders base keeps gradually shrinking, which potentially warrants cost reduction; 2) new technologies are enabling service enhancements; and 3) the industry remains very competitive during an era of consolidation. This article describes five questions each public company should ask before renewing transfer agent service contracts.


  • Articles and Whitepapers
    SEC Proposes Compensation Clawback Rules

    On July 1, 2015, nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Act”) was enacted, the Securities Exchange Commission (“SEC”), in a split vote of three to two, proposed rules to implement Section 954 of the Act. Section 954 requires companies to adopt and enforce a policy (a “recovery policy,” commonly referred to as a clawback policy) providing for repayment from executive officers of incentive-based compensation (“IBC”) when restated financial statements indicate there has been an overpayment.


  • Articles and Whitepapers
    SEC Finalizes CEO Pay Ratio Disclosure Rule

    Two years since issuing the proposed rule, after considering more than 285,000 comment letters, and in a contentious three to two vote, the Securities and Exchange Commission (SEC) approved the final rule implementing the CEO pay ratio disclosure mandated by the Dodd-Frank Act. The rule requires disclosure of the ratio of (i) median annual total compensation of all employees other than the CEO to (ii) the reported annual total compensation for the CEO.


  • Articles and Whitepapers
    SEC Proposes Pay-for-Performance Disclosure Rules

    On April 29, 2015, nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Act”) was enacted, the Securities Exchange Commission (“SEC”) issued proposed rules as the next step in implementing Section 953(a) of the Act, the pay-for-performance disclosure requirement. The vote among the Commissioners was split 3-2, reflecting divided opinions on the proposed rule.


  • Articles and Whitepapers

  • Articles and Whitepapers
    Qualified Risk Director Guidelines

    The Directors and Chief Risk Officers Group