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Farewell to Sammartino: The Continued Unraveling of PDVSA Corruption

FCPA Compliance & Ethics -

Bruno Sammartino died this week. Perhaps not as well known to most people, if you were a pro wrestling fan in the 60s and 70s you certainly had heard of Sammartino. According to his New York Times (NYT) obituary he was “an Italian immigrant who was heavyweight champion of the World Wide Wrestling Federation for [...]

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Is Wearable Technology The Future of Safety Management?

BRINK News -

The Internet of Things has significantly enhanced the efficiency and safety of our day-to-day lives over the past several years. With the click of an icon, connected devices let us see who is in our house, control the thermostat, give our dogs a treat, monitor the afternoon commute, count our steps, gauge our sleep quality and more.

At the same time, these same technologies are being used to improve workplace safety across industries. Consider the transportation industry, where cameras and sensors can now monitor a driver’s locations, driving habits, level of fatigue, and more. There is a growing opportunity and market for connected wearable devices to help prevent injury: Are employees lifting objects correctly? Are they walking in hazardous areas, such as under a crane or near toxic chemicals?

Wearables can collect many data points, such as motion metrics for specific parts of the body and environmental factors including temperature, heat index, and humidity. In general, the data collected will show what employees are doing correctly. What makes wearables so effective is their ability to help safety managers efficiently find the zebra in the herd of horses.

The Data Difference

One popular area to deploy wearables is around lifting, a key risk factor in on-the-job injuries in many industries. The data can show at what angle employees bend, the duration of the bend, whether they bend with a twist, whether they accelerate during the movement, and whether they accelerate while twisting. Safety managers can sift through this information to focus on the bends that are likely to cause injuries over time. By identifying these occurrences and corresponding processes, the safety manager can intervene and help the employee adjust to prevent the movements that may put them at risk.

The data from wearables can also determine which tasks employees are performing incorrectly and what factors may be contributing to poor performance. Fatigue, fitness level, skill level, and job design can all factor into the likelihood of injury. Collecting data through wearable devices allows safety managers to determine when an employee is performing a task improperly or whether the task is poorly designed. Ergonomic teams can then intercede and evaluate such variables as the height of workstations or the repetition of the task. The key is to prevent employees from developing a backache or lower lumbar injury—the No. 1 reported injury for workers’ compensation claims.

Companies with the most workplace injuries are the least likely to adopt innovations in health and safety strategies.

Three Levels of an Effective Wearable Program

It is not enough for wearable devices to only collect and report data to safety managers. An effective wearable device program will also provide immediate feedback to the employee so that they can adjust their process. An effective wearable device program integrates three levels of feedback and monitoring:

  1. Haptic response: The wearable device should be configured for the employee’s individual needs and be equipped with a noticeable haptic response that informs the employee they are doing something wrong and must correct it immediately.
  2. Scorecards: The employee and supervisors should be provided with their scorecard on a daily, weekly, monthly, and/or yearly basis. The ability to set thresholds by process is a key feature of a scorecard. This enables employees and their supervisors to track their improvement or lack thereof.
  3. Risk targeting: The system should allow the supervisor to see which employees have the most potential for injury or incident. This will allow the manager to intervene and provide those high-risk employees with training and other tools for improvement.

A wearables program won’t work if the technology is only implemented with one person in each department. The strength of wearable technology is that it provides safety managers with a measurable comparison. It is therefore important to use wearables with a large enough group to develop a benchmark, which will then allow safety managers to identify outliers. With a benchmark, managers can compare processes across an organization so the ergonomist knows where to start.


While it may seem that companies with the worst track records and the most workplace injuries would be the most eager to embrace wearable technology, they are in fact the least likely to adopt innovations in health and safety strategies. This is likely due to the fact that their safety problems are so systemic that they don’t know where to start.

Companies with good or great safety records are already leaders in the adoption of wearable technologies in the workplace. They understand the importance of the health and well-being of their employees and feel that they can still improve their safety programs. Additionally, their organized safety programs allow for them to easily integrate the technology into their existing strategy.

Another challenge for companies is that employees will likely be resistant to the technology until they are clear on how the data will be used. Many employees fear that the data will be used to punish or terminate those who perform poorly according to the device. Therefore, safety managers and other leaders need to be clear about how the wearables will be used and why.

The Future

Wearable technologies are developing at a rapid pace. The geo-positioning components can already alert employees if they are in banned or dangerous work areas, and in the not-so-distant future, geo-positioning may allow wearables to “talk” to machines and buildings. The wearable device of the future could warn employees of their proximity to an active forklift or limit the number of employees who can be near or engage with a specific machine.

Employees are an organization’s greatest asset. Using wearable technologies can help mitigate workplace injuries by reinforcing positive behavior and creating a culture of safety and efficiency. Wearables not only improve your employees’ safety, but they may also prove helpful in defending your organization against claims, ultimately protecting its bottom line.

Lynn Stout Dead at Age 61

Corporate Governance -

Lynn Stout died of cancer Monday at age 61, as reported by Global Proxy Watch. The Cornell law professor was an irrepressible advocate for the idea that boards have obligations to all stakeholders, not just shareowners, expressed forcefully in a 2012 book called The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public. Although the […]

The post Lynn Stout Dead at Age 61 appeared first on Corporate Governance.

General Electric Proxy Voting Recommendation

Corporate Governance -

General Electric Company (GE), operates as a digital industrial company worldwide. It operates through Power, Renewable Energy, Oil & Gas, Aviation, Healthcare, Transportation, Lighting, and Capital segments. Most shareholders do not vote because reading through 70 pages of the proxy is not worth the time for the small difference your vote will make. Below, I […]

The post General Electric Proxy Voting Recommendation appeared first on Corporate Governance.

Financial Industry Views Regulation as Positive, But Insufficient to Prevent the Next Crash

Corporate Compliance Insights -

Duff & Phelps survey shows top financial services executives see benefits to regulation NEW YORK (April 19, 2018) – According to the sixth annual Global Regulatory Outlook report published by Duff & Phelps, the global advisor that protects, restores and maximizes value for clients, the financial services industry is seeing some benefits to current regulations, although the industry is dubious The post Financial Industry Views Regulation as Positive, But Insufficient to Prevent the Next Crash appeared first on Corporate Compliance Insights.

(This is only a summary. Click on the headline to view the entire article at Corporate Compliance Insights and participate in the discussion.)

SCCE’s New Data Governance Conference

The Compliance & Ethics Blog -

By Gerry Zack Incoming CEO, SCCE & HCCA It seems like every day there is something else to think or worry about in the cyber world.  Whether it’s the misuse of data, a ransomware attack, hacking, or protecting trade secrets, it’s hard not to read something about it these days. Likewise, for compliance professionals, it’s […]

Business and Employee Safety During Crisis Explored at RIMS 2018

Risk Management Monitor -

SAN ANTONIO – Emergency preparedness and action plans amid violent crises were explored during educational sessions at RIMS 2018 here. On Monday and Tuesday, experts discussed ways businesses can prepare for active shooter events and kidnapping crises. Experts agreed that in such events, lives, operations, reputation and finances are all at stake.

Some highlights from the sessions:

Kidnapped! A Crisis Simulation Exercise
Bill Laurence, head of crisis management at S-RM offered a kidnap simulation for a well-attended session on Monday. Laurence provided a scenario, asking the audience to assume a collective role as decision-makers of a fictitious, billion-dollar coffee company that has an executive abducted in Mexico. The group’s assignment was to create a crisis management team and decide who the communicator would be, how they would respond to threats and what information to relay to their insurance provider, among other critical actions.

“The first 24 hours are always the most critical during a kidnapping or ransom scenario,” Laurence said.

The simulation included real-life audio and video examples of terrifying ransom-demanding calls. The team learned that the kidnapper has typically planned the abduction in advance and always has control of the situation – beginning with communication. “For that reason alone, you cannot speed up the process,” Laurence said.

And although things may seem dire, he explained ways to glean information – and feel somewhat positive – even after a brief phone call. “We all react differently to pressure,” he said. “But avoid speculation and always prepare for the next call.”

Read more about kidnapping in a Q&A with the session’s co-host, Denise Balan, senior vice president and head of U.S. kidnap & ransom at XL Catlin, on page 9 in Tuesday’s Show Daily.

Active Threat and Workplace Violence on Campus: Preparedness, Response and Recovery
Craig McAllister, Cornell University’s director of risk management and insurance, opened a session on Tuesday with a discussion of duty of care and the obligation to the campus or work environment.

He pointed out that, in early January, the National Fire Protection Association (NFPA) processed its NFPA 3000 Standard as a provisional one to streamline the program elements necessary for organizing, managing, and sustaining an active shooter and/or hostile event response program. The standard gained even more input following the Marjory Stoneman Douglas High School in Parkland, Florida, on Feb. 14 in an effort to reduce or eliminate the risks, effect, and impact on an organization or community affected by these events

Paul Mills, global kidnap prevention manager at AIG, followed with a segment addressing best practices for violent incident preparation and response. He discussed response and resilience training for employees who need enhanced preparedness with the rise of violence against soft targets.

He noted that advances in technology often are putting people in harm’s way by default. “People are distracted to the point where they are unaware of the threats they face. It’s also delaying and inhibiting their response times,” he said. “Without even realizing it, they often portray victim-like behavior.”

Kendall Moore, senior vice president of the Abernathy MacGregor Group, delved into the key crisis management sources of an organization’s response support, both internally and externally. She used the July 2012 mass shooting inside a Century 16 movie theater in Aurora, Colorado as an example of an entity that needed to enact its crisis communication plan immediately after the attack.

Moore offered some crisis communication principles:

  • Media is a conduit, not an audience. “The media needs to catch up to the actions of the business.”
  • Speak directly to the impacted. “That could mean going from hospital to hospital and meeting with victims and their families.”
  • Take action, not credit. “A tragic event still occurred. No matter what you do, it’s not the time to gloat.”
  • Communicate what matters when it matters. “You’ll remember there was only one statement on the record after the Colorado shooting.”
  • Build relationships in the community. “This is part of the outreach that connects with speaking with the impacted. You need to show a presence.”
  • Listen to people’s needs and requests. “The possibility of getting rid of the theater was floated but the community members told us they wanted it to stay.”

Ethisphere Unveils Exclusive Research From the 2018 World’s Most Ethical Companies®

Ethisphere -

Upcoming Webcast to Discuss Lessons, Findings, and Trends Among Leading Companies

– The Ethisphere Institute, a global leader in defining and advancing standards of ethical business practices, released its highly anticipated Leading Practices and Trends from the 2018 World’s Most Ethical Companies report, which captures and codifies leading practices of organizations across industries and around the globe.

In conjunction with the report’s launch, Ethisphere will also host a free webcast on April 26, 2018, at 1:00 PM ET to present the results of the 2018 World’s Most Ethical Companies® survey. The presentation, titled “Insights and Trends from the 2018 World’s Most Ethical Companies” led by Ethisphere’s Executive Director for the Business Ethics Leadership Alliance (BELA) Erica Salmon Byrne and Douglas Allen, Managing Director of Data & Services at Ethisphere, will highlight the growing focus on measuring culture, the latest governance trends, the value of whistleblower protection, and how diversity impacts effectiveness in the boardroom.

Since 2007, Ethisphere has honored companies who drive positive change in the business community and societies around the world. The selection process is guided in part by Ethisphere’s proprietary Ethics Quotient® questionnaire, an assessment consisting of more than 200 questions that measure a company’s compliance and ethics program, efforts to measure culture, governance practices, and citizenship and sustainability initiatives. The data obtained from survey participants is used to create an informative report that provides detailed findings of leading practices that stakeholders are expecting and investors are rewarding. According to this year’s report, companies that lead the business ethics environment not only fare better in terms of business success, but they also serve as an inspiration for others with less mature programs to place a greater focus on diversity, ethics, and culture.

“Each year the World’s Most Ethical Companies process gathers a treasure trove of information from participating companies about their practices. This year’s survey results clearly show that organizations looking to improve their business performance should first seek to improve their culture,” explained Byrne. “With each survey it becomes more apparent that if companies want to maximize profits, maximize revenues, and minimize risk, maintaining a culture of ethics must be part of their overall business plan. We intend to continue this data-driven conversation in our upcoming webcast, which will take participants through detailed findings of the report with a focus on the power of diversity, building trust through transparency, the importance of whistleblower protection, and, of course, measuring the impact of a strong ethical culture.”

All webcast registrants will receive their own copy of the Leading Practices and Trends from the 2018 World’s Most Ethical Companies report, full of actionable data that will interest Chief Legal Officers, General Counsels, and compliance practitioners everywhere. Webcast topics include:

  • Diversity at the leadership level: The median honoree reports that their Board or governing authority is comprised of 25 percent women members, a number that far and away exceeds most published studies.
  • Honorees are doing more to measure culture: Honorees report using an average of six different methods for measuring their culture internally. The most significant increase is in the number of companies conducting physical site visits to assess and measure culture.
  • Organizational justice: How companies are building trust using transparency into the reporting and investigation processes.
  • Enhanced commitment by honorees to protect whistleblowers: Since 2016, every measurable analysis in our report regarding protecting whistleblowers has seen a consistent increase, demonstrating honorees’ commitment to ensuring they are fully informed of potential problems by protecting those who raise concerns.

“Companies measure everything from revenues to sales to expenses, but not every company is measuring culture—the key element that impacts each of those traditional ingredients to success,” Allen said. “Our research shows that progressive and successful companies are measuring culture, and the data we will share during our webcast will make it abundantly clear that honorees are serious about using these metrics to guide their practices to achieve greater integrity and performance”

Receive your complimentary copy of the Leading Practices and Trends from the 2018 World’s Most Ethical Companies report by registering for the upcoming webcast by clicking here.

About Ethisphere 

The Ethisphere® Institute is the global leader in defining and advancing the standards of ethical business practices that fuel corporate character, marketplace trust and business success. Ethisphere has deep expertise in measuring and defining core ethics standards using data-driven insights that help companies enhance corporate character. Ethisphere honors superior achievement through its World’s Most Ethical Companies® recognition program, provides a community of industry experts with the Business Ethics Leadership Alliance (BELA), and showcases trends and best practices in ethics with Ethisphere Magazine. Ethisphere is also the leading provider of independent verification of corporate ethics and compliance programs, including Ethics Inside® Certification and Compliance Leader Verification™. More information about Ethisphere can be found at

Media Contact
Aarti Maharaj
Director of Communications
Twitter: @Ethisphere

LPF Swing for Certification Golf Event Adds Several New Sponsors

Loss Prevention Media -

The Loss Prevention Foundation recently announced several new sponsors who have joined the growing list of supporters of the “Swing for Certification” golf tournament set for Sunday, June 10, at Bear Creek Golf Club in Dallas preceding the National Retail Federation (NRF) PROTECT conference June 11-13, 2018.

The event is open to all retailers and solution providers to benefit the LPF Scholarship Program for LP professionals who want to advance their careers through obtaining their LPQ or LPC certifications. Proceeds will also benefit industry charities, including the Loss Prevention Benevolent Fund and the USS Foundation, the legacy event sponsor.

The post LPF Swing for Certification Golf Event Adds Several New Sponsors appeared first on LPM.

Breaking News in the Industry: April 19, 2018

Loss Prevention Media -

Employee accused of stealing nearly 2,000 hydrocodone pills pleads guilty

A man accused of stealing nearly 2,000 prescription pain pills from a drugstore where he worked pleaded guilty Tuesday and was placed on two years of probation. Sean Damiano, 26, of Woodstock, New York, admitted to unlawful possession of a controlled substance, with other related charges, including retail theft, dropped in exchange for the guilty plea. He also was sentenced to 30 days community service and ordered to pay fines. At the time of his arrest two years ago, authorities said that Damiano stole about 1,800 prescription hydrocodone pills, valued at about $1,770, while he was working as a pharmacy technician at a Woodstock Walgreens. The thefts occurred between October and December 2015, officials said.  [Source: Chicago Tribune]

Woman left baby in hot car while she shoplifted

A Fort Walton Beach, Florida, woman faces charges of child neglect and larceny after authorities say she shoplifted from a store after she left her child alone in a hot car. According to an Okaloosa County Sheriff’s Office arrest report, Jeana Nielsen Barlas, 38, was arrested Monday after she was detained by a department store employee in Destin who allegedly caught her shoplifting. The loss prevention associate told deputies she saw Barlas enter the store and select several items, including shorts, baby clothes, baby items and water bottles worth $295 and try to leave the store without paying for them, the report said. The officer confronted Barlas at the door and escorted her to the loss prevention office, where he contacted the Sheriff’s Office. After being read her rights, Barlas admitted she intended to leave the store with the unpaid merchandise, according to her arrest report. A deputy was gathering Barlas’ information in his patrol car about 3 p.m. when dispatchers received a call from a worker at a nearby store that a child was locked in a gray Toyota passenger van, alone and crying. The employee said the car was not running and the windows were rolled down slightly. The deputy asked Barlas if she drove a gray passenger van, and she said she did, the report said. He then asked her if she left her baby unattended in the vehicle, and she said she did. The deputy drove to the store with Barlas in the back of the vehicle. When he arrived, Destin firefighters already were trying to open the van. The deputy saw the small child strapped into a car seat in the rear passenger seat. Barlas used her keys to unlock the van and remove the child. “It should be noted, the defendant did not advise anyone she left (redacted) in the vehicle when she entered the store as she was detained in the loss prevention office,” the deputy said in his report. ”(The child) was left in the vehicle unattended for approximately one hour from when she entered the store to when the life safety violation call was dispatched.” Temperatures Monday reached 75 degrees, according to AccuWeather. Experts say that within 15 minutes of being parked and turned off, temperatures inside cars become 20 to 30 degrees hotter than the temperature outside. Barlas was charged with leaving a child under the age of 6 unattended in a motor vehicle, child neglect without great bodily harm and larceny. She was booked into the Okaloosa County Jail and was released on her own recognizance, according to jail records. [Source: NWF Daily News]

Retail schemes a sore spot for NYPD, even as overall crime drops

As overall crime drops to record lows in the city, one nefarious type persists: organized retail crime. And despite its nonviolent name, it’s nothing to shrug at, law enforcement officials say. It’s particularly insidious and it’s been linked to gang activity — and even terrorism. Schemes, such as shoplifting huge amounts of merchandise and then returning the items for gift cards that can be traded for drugs, are extremely challenging for authorities to crack down on because they are often operated by extensive rings across city and state lines. On Tuesday, the NYPD hosted a conference of the Metro Organized Retail Crime Alliance, a public-private partnership, at the Police Academy in College Point, Queens. Regional law enforcement agencies, including the Jersey City and Nassau County police and the Ontario County Sheriff’s Office, attended, along with global and regional directors of asset protection and loss prevention from Target, Sephora, JC Penney and CVS .

“You’ve heard me talk before about the shootings and the violence in the city, but that’s not the entire picture of crime in New York City,” said Chief of Detectives Dermot Shea. “A segment of crime that we’ve seen growing in recent years is property crime, and it’s now making up about 45% of the index crime in New York City. This is not a small problem.” Organized retail crime costs the U.S. about $30 billion each year, according to the FBI. Special Agent Eric Ives called it a “gateway crime that often leads us to major crime rings that use the illicit proceeds to fund other crimes, such as organized crime activities, health care fraud, money laundering and potentially even terrorism.” “I don’t want to paint a picture of this as a one-time issue where somebody is going in to steal. That certainly occurs, because they’re on hard times,” Shea said. “But there is no doubt that there are very organized crews behind a significant portion of this.” The crime alliance allows the law and retailers to share intelligence, establish patterns and ultimately lead to more successful prosecutions.   [Source: NY Daily News]

Trump rips online retailers over ‘very unfair’ tax policies

Donald Trump on Tuesday complained about “unfair” tax laws that favor online retailers, as the Supreme Court hears arguments in a case over the subject. “States and Cities throughout our Country are being cheated and treated so badly by online retailers. Very unfair to traditional tax paying stores!” Trump tweeted. The Supreme Court on Tuesday heard oral arguments in the case of South Dakota v. Wayfair, which centers on a South Dakota law that requires certain out-of-state online retailers to collect the state’s sales taxes. South Dakota asked the Supreme Court to uphold its law and to overturn a 1992 ruling that prevents states from compelling businesses to remit their sales taxes unless the business has a physical presence in the jurisdiction. The state of South Dakota argued that it is losing out on significant sales tax revenue, and that the old law provides online retailers an advantage over brick-and-mortar stores inside state lines. Representatives for Wayfair argued that implementing the new law would increase sales tax costs and create barriers for small businesses looking to compete with larger retailers. Trump earlier this month attacked Amazon on Twitter, claiming that the online retailer was at fault for the U.S. Postal Service’s declining revenues. He has since commissioned a panel to examine the Post Service’s operations and business model.  [Source: The Hill]

Theft suspect pepper-sprays LP associate

Police are attempting to identify a suspect accused of pepper-spraying a loss prevention associate while fleeing after a retail theft. North Coventry Police in Pennsylvania are requesting the public’s help with identifying a suspect from a robbery at the Boscov’s located at the Coventry Mall. On April 14, officers responded to Boscov’s for a retail theft where the suspect fled the area after pepper-spraying a loss prevention associate. The suspect was last seen fleeing in a white sedan, possibly displaying a New York license plate. Anyone with information regarding the suspect’s identity is asked to contact the North Coventry Police Department at 610.323.8360.   [Source: Daily Local News]

Bon-Ton set to become the latest retailer to go out of business entirely

Retail’s bloodletting continues. Department store operator Bon-Ton Stores is heading to federal bankruptcy court on Wednesday where a judge is likely to accept a winning bid for the retailer from liquidators, paving the way for its different chains to start shutting down in the coming weeks. The winning bidder for the retailer’s assets, according to court documents filed with U.S. Bankruptcy Court in Wilmington, Del., came from a group of bondholders, as well as Great American Group and Tiger Capital Group, firms that specialize in winding down businesses. Bon-Ton operates a namesake chain as well as Carson’s, Younkers, and Elder-Beerman. In all, the company operates some 200 department stores, net of the 40 it closed earlier this year following its Chapter 11 bankruptcy filing in February. Bon-Ton CEO Bill Tracy, who told staff earlier this week to expect a shut down of the company in the coming weeks, said in a statement to Reuters on Tuesday that, “While we are disappointed by this outcome and tried very hard to identify bidders interested in operating the business as a going concern, we are committed to working constructively with the winning bidder.” The bankruptcy auction was a relatively quick one, lasting only one business day, according to court documents. The company, with a history going back to 1854, had expressed hope recently that two mall developers, already grappling with many retail bankruptcies in recent years that have created vacancies, as well as a private equity firm would come to the rescue and keep Bon-Ton going. Instead, it looks like it will be the latest retailer to close shop, following the liquidations of Toys ‘R’ Us (still ongoing), The Sports Authority, and HHGregg in the recent past. Bon-Ton faced similar problems to those that have hurt rivals like Macy’s and JCPenney, which have closed hundreds of stores, but proved less capable of adapting. Those chains reported modest sales increases during the recent holiday quarter, while Bon-Ton continued to implode.   [Source: Fortune]

The post Breaking News in the Industry: April 19, 2018 appeared first on LPM.

Good News for Pennsylvania Whistleblowers

Whistleblower Protection Blog -

Pennsylvania Supreme Court rules whistleblowers eligible to receive noneconomic compensation as rewards.

The Pennsylvania Supreme Court issued a big decision for whistleblowers in Bailets v. Pennsylvania Turnpike Commission, 2018 WL 1516785 (Pa. 2018). The Court ruled that noneconomic damages are compensable under Pennsylvania’s whistleblower law.

Ralph Bailets was a former Manager of Financial Systems and Reporting with the Pennsylvania Turnpike Commission. During his tenure, he became concerned about the government contractor Ciber Inc., which was politically-connected to leaders of the Commission. When competing for one infrastructure project, Ciber offered the most expensive bid, yet still was chosen for the contract. As Ciber struggled to perform the contract, Bailets took the issue to his supervisor. Bailet’s supervisor initially warned him that Ciber had friends in high places, and later advised colleagues that Bailet “should be kept on a short lease.” He was fired shortly thereafter.

At trial, Bailet was awarded $1.6 million in economic damages and $1.6 million in noneconomic damages. The Commission eventually appealed the reward to the Supreme Court, on the issues of whether noneconomic damages were permissible under Pennsylvania’s whistleblower law and whether $1.6 million in noneconomic damages was excessive.

Given that a stated purpose of Pennsylvania’s whistleblower statute was that whistleblowers be made whole for the losses they have suffered, the Pennsylvania Supreme Court’s decision—that the whistleblower should be eligible to receive noneconomic damages—only makes sense. The emotional costs of whistleblowing are significant. For a whistleblower to be made whole, as required by Pennsylvania law, such damages must be compensable.

The Pennsylvania Supreme Court should be credited for reading its whistleblower statute appropriately and the Pennsylvania legislature likewise deserves credit for putting in place a strong whistleblower law. Other states without such provisions should follow suit.

Zuckerberg’s Capitol Hill Visit Highlights Need for Robust Compliance Program

The Compliance & Ethics Blog -

By Mark Speck Partner at Specktrum, Inc. Never was the importance of having a robust compliance program more apparent than during Mark Zuckerberg’s testimony to the US Senate’s Commerce and Judiciary committee on Tuesday to discuss data privacy and Russian disinformation on Facebook. On the Capitol Hill stage, Facebook’s founder and CEO struggled to represent […]

The Importance of Alleging Control: Between Corwin and MFW

The Harvard Law School Forum on Corporate Governance and Financial Regulation -

Posted by Steven M. Haas and Meghan Garrant, Hunton Andrews Kurth LLP, on Thursday, April 19, 2018 Editor's Note: Steven M. Haas is a partner and Meghan Garrant is an associate at Hunton Andrews Kurth LLP. This post is based on a Hunton Andrews Kurth publication, and is part of the Delaware law series; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders, by Lucian Bebchuk and Assaf Hamdani (discussed on the Forum here).

The Delaware Court of Chancery recently held that individual members of Rouse Properties Inc.’s board of directors, who negotiated and approved a merger with the company’s largest stockholder in 2016, were protected under Corwin [1] by the business judgment rule from claims by plaintiff stockholders that the board, allegedly controlled by the stockholder, had breached their fiduciary duties.


In Re Rouse Properties, Inc. Fiduciary Litigation [2] arose out of the 2016 merger between Rouse Properties Inc. (“Rouse”), a Delaware corporation and real estate investment trust, and Brookfield Asset Management, Inc. (“Brookfield”), a Canadian global asset management corporation. In January 2016, Brookfield, owning 33.5% of the outstanding shares of Rouse, made an offer to acquire all of Rouse’s remaining outstanding shares for $17 per share. In response, Rouse formed a special committee of independent directors to negotiate with Brookfield and consider strategic alternatives. The parties ultimately agreed on a price of $18.25 per share and signed a merger agreement, which was subsequently approved by 82.44% of Rouse’s non-Brookfield-affiliated shares.


Measuring Effectiveness: Roadmap to Assessing System-Level and SDG Investing

The Harvard Law School Forum on Corporate Governance and Financial Regulation -

Posted by Steve Lydenberg and William Burckart, The Investment Integration Project, on Thursday, April 19, 2018 Editor's Note: Steve Lydenberg is founder and CEO and William Burckart is president and COO of The Investment Integration Project (TIIP). This post is based on a TIIP report by Mr. Lydenberg and Mr. Burckart.

As responsible investment in its various forms [1] makes increasing inroads into the investment community, the question of how such investors set their goals and measure their progress toward these goals is of ever greater importance.

As to their financial goals, the answer is relatively clear: traditional investors integrating environmental, social and governance concerns into the security selection are seeking either competitive or enhanced returns, while investors with a philanthropic mission may be willing to accept concessionary returns or combine conventional investments with philanthropic activities.


How Should Financial Regulators Handle the Bitcoin Era?

The Harvard Law School Forum on Corporate Governance and Financial Regulation -

Posted by William Magnuson (Texas A&M Law School), on Thursday, April 19, 2018 Editor's Note: William Magnuson is an Associate Professor at Texas A&M Law School. This post is based on a recent article by Professor Magnuson, forthcoming in the Stanford Journal of Law, Business & Finance.

Financial regulators in the United States and abroad have recently trained their sights on innovations at the intersection of finance and technology. Cryptocurrencies like Bitcoin and Ethereum have come under fire, as have other fintech firms. But despite a flurry of activity and increasing attention to the issue, regulators have struggled to apply old law to new facts. In a recent article, Financial Regulation in the Bitcoin Era, forthcoming in the Stanford Journal of Law, Business & Finance, I argue that existing models of financial regulation are ill-equipped to handle the problems that will arise in the Bitcoin era, and I propose a set of guiding principles for a more effective financial regulatory regime.



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