Above Board
Your Key Contact:
- David M. LynnPartner
- David M. LynnPartner
Your Resource for the Legal Aspects of Board Membership
Boards of directors and senior management around the globe turn to our lawyers for customized and practical support when facing their most pressing challenges. From crisis management to fiduciary obligations and compliance to board structure, our cross-practice board advisory team provides support that is relevant and accessible to companies of every size and in many industry sectors. We believe that strong board and executive leadership is essential to the success of every company, and work to inspire and support excellence in governance and board leadership.
With Above Board™, we invite you to learn more about the many ways that we can support and strengthen your board, your organization, and your impact.
Hot Topics
- Podcast
Above Board: Before, During and After a Breach: The Questions Boards Should Ask
This Above Board podcast episode provides essential information about cybersecurity exposure preparedness for board members.
- Podcast
Above Board: Corporate Responsibility and Risks - Human Rights in Europe and the US
This Above Board podcast episode focuses on corporate responsibility and risk related to human rights, including topics such as preventing modern slavery and human trafficking and the impact of business activities on local communities and environments.
- Client Alert
SEC Staff Provides Guidance on Pay Versus Performance Disclosure
This MoFo client alert provides clarification on the new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding pay versus performance disclosure requirements, published in response to a number of interpretive issues facing companies and their advisors.
Additional Resources
- Top 10 International Anti-Corruption Developments for April 2023, April 2023
- Top 10 International Anti-Corruption Developments for March 2023, March 2023
- Top 10 International Anti-Corruption Developments for February 2023, February 2023
- Top 10 International Anti-Corruption Developments for January 2023, 14 Feb 2023
- Top 10 International Anti-Corruption Developments for November 2022, 13 December 2022
- Top 10 International Anti-Corruption Developments for September 2022, September 2022
- Top 10 International Anti-Corruption Developments for August 2022, 14 Sept 2022
- Top 10 International Anti-Corruption Developments for July 2022, July 2022
- Top 10 International Anti-Corruption Developments for June 2022, June 2022
- Top 10 International Anti-Corruption Developments for May 2022, May 2022
- Top 10 International Anti-Corruption Developments for April 2022, April 2022
- Corruption Perceptions Index 2021: Corruption Levels, Including in the Asia-Pacific Region, Remain at a Worldwide Standstill, 13 February 2022
- UK Introduces new Global Anti-Corruption Sanctions Regime, 21 May 2021
- U.S. Antitrust Authorities’ Recent Scrutiny of Interlocking Directorates Signals Escalation of Enforcement Under Section 8 of the Clayton Act, 21 October 2022
- Monopolists Going “Directly to Jail?” - DOJ Announces Intent to Criminally Prosecute Section 2 Violations, 8 March 2022
- Charting a New Course for Antitrust: President Biden’s Executive Order Promotion, 14 July 2021
- FTC Meeting Signals Aggressive and Novel Enforcement to Come, 12 July 2021
- MoForecast: Predictions on Antitrust Enforcement Part 2 (podcast), 1 July 2021
- Antitrust Client Alert - Senate Passes Bill to Increase HSR Filing Fees, 21 June 2021
- FTC Lays Groundwork for Rulemakings: Are New Substantive Competition Rules Coming?, 11 May 2021
- U.S. Supreme Court Upholds FCC’s Relaxed Media Ownership Rules, Opening the Door, 3 May 2021
- MoFo’s State + Local Government Enforcement Newsletter, 19 July 2023
- U.S. Department of Justice Announces New Voluntary Self-Disclosure Policy for all U.S. Attorney’s Offices, 23 February 2023
- The $369bn Climate Deal: America’s Path to Climate Resilience, 10 August 2022
- U.S. Congress Introduces Bipartisan Federal Privacy Bill Which Could Preempt State Privacy Laws, 14 June 2022
- Financial Services Report - Winter 2021, 15 December 2021
- Financial Services Report - Fall 2021, 14 September 2021
- How Can We Opt-Out? Let Me Count the Ways: Businesses Must Honor the Global Privacy Control as a Valid CCPA Opt-Out of Sale Request, 19 July 2021
- Open for Business: Are You Prepared for New York City’s Biometric Identifier Information Law?, 23 June 2021
- Financial Services Report: Summer 2021, 9 June 2021
- Supreme Court Preserves (Again) Inter Partes Review Despite Finding Constitutional Violation, 21 June 2021
- FTC & Privacy: Will the FTC’s Rulemaking Push Result in New Privacy Rules?, 13 May 2021
- AMG Capital v. FTC -- SCOTUS Strips the FTC of a Critical Enforcement Tool, 30 April 2021
- AMLA Implementation: FinCEN Requests Input on Beneficial Ownership Rule, 19 April 2021
- Much-Anticipated Supreme Court Ruling Limits the TCPA’s Definition of an Autodialer, 5 April 2021
- Government Officials Taking Hard Look at Rule 10b5-1 Plans, 23 February 2021
- New California Law to Require Representation from “Underrepresented Communities” on Boards of Public Companies Headquartered in California, 31 August 2020
- Recent Changes in Human Capital and D+I for Public Companies, 31 August 2020
- A MoFo Privacy Minute Q&A: "My company would like to collect COVID-19 vaccination status of its employees and clients. Is this permitted under HIPAA?", 13 October 2021
- DOJ Enforcement Actions Involving COVID-19 Relief Fraud: An Update, 13 September 2021
- President Biden Will Require Certain Federal Contractors and Businesses to Mandate COVID-19 Vaccines or Regular Testing for Employees, 10 September 2021
- A Return to Normalcy? Check Your Local Rules – An Update on Mask Litigation, 9 July 2021
- New Cal OSHA COVID-19 Standards Relax Workplace Restriction, 24 June 2020
- COVID’s Impact on PBC Fiduciary Duties: Understanding Director Obligations in an Economic Downturn, 23 June 2020
- Coronavirus (COVID-19): Know Your Insurance Coverage, 15 April 2020
- Coronavirus (COVID-19): ISS and Glass Lewis Adopt Policy Changes for the 2020 Proxy Season, 14 April 2020
- COVID-19: A Practical Checklist for Directors, 19 March 2020
- SEC Delays Finalized Cyber Rules Until October 2023, 20 June 2023
- The SEC Expands Focus on Cybersecurity Risk to Include Registered Advisers, Broker‑Dealers, and other Market Participants, 14 April 2023
- The Biden Administration’s National Cybersecurity Strategy Calls for a Shift Toward More Cybersecurity Regulation, 06 March 2023
- Communicating with the SEC When Your Organization Suffers a Cybersecurity Incident, 23 February 2023
- The Benefits and Risks of Notifying Law Enforcement, 09 Feb 2023
- Preserving Data from Personal Devices and Third-Party Messaging Platforms – What Companies Need to Know, 12 December 2022
- Boards Bracing for Final Rules on ESG, Cybersecurity, 02 December 2022
- Justice Department Revises Cyber Crime Charging Policy to Shield Good-Faith Security Research, 25 May 2022
- Privacy Litigation 2021 Year in Review: Data Breach Litigation, 4 January 2022
- Privacy + Data Security Predictions for 2022, 29 November 2021
- The SEC Gets Tough on Cybersecurity Disclosure Controls, 13 September 2021
- Another Court Decision Underscores the Importance of Preserving Attorney-Client Privilege and Protecting Work Product for Incident Response Work, 28 July 2021
- U.S. Congress Introduces Bill that Would Require Mandatory 24 Hour Cyber Breach Notification for Government Agencies, Contractors, and Operators of Critical Infrastructure, 23 July 2021
- Board Table Top Exercise: A Realistic Ransom-Scenario-Driven Discussion, 8 July 2021
- The Supreme Court Limits the Scope of the Computer Fraud and Abuse Act, 9 June 2021
- DOJ Retrieves Millions from Colonial Pipeline Ransomware Payment and Arrests A Ransomware Hacker, While the White House Urges Corporate Executives and Business Leaders to Protect Against Ransomware Threat, 9 June 2021
- TSA Requires Pipeline Operators to Meet Cybersecurity Requirements, Threatens Fines, 4 June 2021
- Despite Lack of Direct Regulation, AI is No Longer the ‘Wild West’, 3 June 2021
- Executive Order on Cybersecurity Expands Mandatory Breach Notification and Supply Chain Security Requirements for Government Contractors, 13 May 2021
- World Password Day, 6 May 2021
- Cyberattack Checklist, 20 April 2021
- U.S. Government Responds to SolarWinds Hack, Seeks to Establish New Norms for Cyber Espionage, 19 April 2021
- DOJ Takes Novel Action to Remove State-Sponsored Hacking Group’s Malicious Code from U.S. Victim Computers, 15 April 2021
- What Should Boards Think About After a Breach?, 29 January 2020
- Introducing Our “Beyond the Breach: Through the Lens of a Litigator” Series, 12 Nov 2019
- Cybersecurity and the Board
- Inside the IFRS S1 and S2 Sustainability Disclosure Standards – Understanding Current Intersections and Future Outlooks, 04 August 2023
- Are Companies and Investors Really Saying Goodbye to ESG?, 06 July 2023
- First-Ever Global Climate Disclosure Standards Arrive, 30 June 2023
- ESG Strategy Shifts to C-Suite and Compliance Leaders as Regulatory Compliance and Risk Management Move to the Forefront, 22 June 2023
- DOJ Revises Its Guidance on Corporate Compliance Programs, 09 March 2023
- Should You Amend Your Charter to Provide for Officer Exculpation? Key Considerations for Delaware Corporations, 16 Feb 2023
- Morrison Foerster’s Economy & Markets Research Report, 13 December 2022
- A New Vision and Big Role for Chief Compliance Officers, 08 December 2022
- Boards Bracing for Final Rules on ESG, Cybersecurity, 02 December 2022
- The $369bn Climate Deal: America’s Path to Climate Resilience, 10 August 2022
- GCs and ESG, MoFo and Corporate Counsel Whitepaper, May 2022
- Paying Employees in Cryptocurrency: Is That Lawful?, 7 April 2022
- On Your Radar, Corporate Board Member, 10 January 2022
- “Telling the Company’s ESG Story: Using Existing Frameworks or Creating a Company Specific Framework”, Ethisphere Virtual ESG Forum, 14 July 2021
- Biden Executive Order Instructs Federal Government to “Lead by Example” in Addressing Climate-Related Financial Risk 25 May 2021
- 5 Rules for the Board and General Counsel, 23 April 2021
- "Running the Risk: How Corporate Boards Can Oversee Environmental, Social, and Governance (ESG) Issues," The Weinberg Center and The Ceres Accelerator for Sustainable Capital Markets' Virtual Roundtable, 20 April 2021
- Recent Changes in Human Capital and D+I for Public Companies, 31 August 2020
- Corporate Shield: What You Need to Know to Protect Your Organization in the Upended Risk Climate, 14 April 2020
- Tips for Dealing with Inspection Demands from Shareholders, 10 December 2019
- The Climate is Changing: What Every Board Member Needs to Know, 01 November 2019
- Review Before Boarding: Tips For New Directors, 26 September 2019
- Director Duties and Augmenting the Corporate Brain, 2019
- Delaware Supreme Court Reverses Dismissals of Claims Against Directors and Emphasizes Duty to Make Proper Disclosures to Stockholders, 23 July 2018
- U.S., EU, and UK Sanctions on Russia Escalate in Response to Russia’s Continued Invasion of Ukraine, 22 March 2022
- Global Sanctions on Russia Escalate in Response to Russia’s Continued Bloody Invasion of Ukraine, 18 April 2022
- The Shape of Things Come: Asia and the Pacific Now Embrace EU Privacy Rules, 7 February 2022
- ESG Matters Take Center Stage in Latin America as Region Eyes Sustainability, 3 February 2022
- UK Quarterly Review: Business Crime, Investigations, and Regulatory Enforcement, 15 December 2021
- FCA and FRC Regulatory Intervention on Corporate Climate-Related Reporting, 16 July 2021
- No Stop to the Shop; CJEU did not rescind the one-stop shop. Quite the opposite., 6 July 2021
- Update on German Compliance Legislation: Supply Chain Due Diligence Act is Adopted, Corporate Sanctioning Act Fails, 1 July 2021
- MoFo Japan Disputes Newsletter – 2nd Quarter 2021, 30 June 2021
- China’s New Anti-Foreign Sanctions Law: Understanding Its Scope and Potential Liabilities, 30 June 2021
- Wait There’s More: EU Article 28 SCCs Have Now Also Been Finalized, 21 June 2021
- The Forecast for the EU Whistleblowing Directive in Member States: Cloudy with a Chance of Implementation, 7 June 2021
- The Beginning of a New Era for International Transfers: The Final SCCs Are Published and This Is What You Need to Know, 7 June 2021
- MoForecast: Predictions on the UK, MoFo Perspectives Podcast, 3 June 2021
- The European Commission’s Take on Novel Genomic Techniques (NGTs) in Light of CJEU’s Ruling in Case C-528/16, 25 May 2021
- MoForecast: Predictions on Europe, MoFo Perspectives Podcast, 29 April 2021
- Privacy and the EU’s Regulation on AI: What’s New and What’s Not?, 22 April 2021
- Draft EU Regulation for Artificial Intelligence Proposes Fines of up to 6% of Total Annual Turnover, 21 April 2021
- MoForecast: Predictions on Latin America , 18 March 2021
- The Rise of the “Occasional Activist”, 06 April 2023
- Mergers & Acquisitions 2022 Annual Review, 16 February 2023
- Preparing for the Mandatory Universal Proxy Card and Its Potential Impacts on Shareholder Activism and Proxy Contests, 31 Jan 2023
- M&A in 2021 and Trends for 2022, 20 January 2022
- MergerMarket Dealcast Presents: Trends in Tech M&A, MoFo Perspectives Podcast, 2 June 2021
- M&A in 2020 and Trends for 2021, 15 January 2021
- Poison Pill Deep Dive Series: Acting in Concert, 31 August 2020
- Poison Pill Deep Dive Series: Qualifying Offer, 2 July 2020
- Poison Pill Deep Dive Series: Last Look, 25 June 2020
- Poison Pill Deep Dive Series: Triggering Percentage, 18 June 2020
- Poison Pill Deep Dive Series: Grandfathering Existing Stockholders, 4 June 2020
- U.S. Sanctions Enforcement: 2022 Trends and Lessons Learned, 06 March 2023
- Sanctions Year in Review 2022 – Part II: Russia, 03 March 2023
- OFAC Year in Review 2022 – Part 1, 01 March 2023
- Lawmakers Continue Push for Review of Outbound Investments, 17 June 2022
- OFAC Year in Review 2021 - Part 2, February 2022
- OFAC Year in Review 2021 - Part 1, February 2022
- OFAC Issues New Ransomware Guidance and First Sanctions Designation Against Virtual Currency Exchange, 22 September 2021
- CFIUS by the Numbers: Key Takeaways From the 2020 Annual Report, 6 August 2021
- Lessons Learned from OFAC’s 2021 Enforcement Actions So Far, 14 July 2021
- Biden Issues Executive Order to Reset and Expand Sanctions on Chinese Military and Surveillance Companies, 8 June 2021
- FARA Unit Continues Narrow Interpretation of the Commercial Exemption, 28 May 2021
- FCC Adopts New Foreign Sponsorship Identification Rules, 26 May 2021
- Senate Republicans Introduce Legislation to Impose Sanctions on Nord Stream 2 Following the Biden Administration’s Waiver, 24 May 2021
- DOJ Announces Resolution of First-Ever Voluntary Self-Disclosure Related to Export Control and Sanctions Violations, 10 May 2021
- Strategic Competition Act: Creating More Tools to Counter China’s Expanding Influence, 28 April 2021
- Biden Administration Issues Sweeping New Sanctions on Russia in Response to Election Interference, Malicious Cyber Activity, and Other “Russian Malfeasance”, 19 April 2021
- Biden Administration Carries Forward Trump Era Executive Order Scrutinizing Imports and Sales of Certain Communications Technology and Services, 1 April 2021
- SEC Delays Finalized Cyber Rules Until October 2023, 20 June 2023
- SEC's Redefinition of "Exchange" Would Mean More Confusion, 05 June 2023
- U.S. SEC Adopts Share Repurchase Disclosure Rules, 15 May 2023
- SEC Withdraws M&A Brokers No-Action Letter, Forcing Financial Advisers to Larger Private Companies to Register as Broker-Dealers, 05 May 2023
- SEC Adoption of Current Reporting and Other Amendments to Form PF, 04 May 2023
- The SEC Redefines “Exchange”: An Act in Three Parts, 03 May 2023
- New SEC Rules and Amendments Shorten the Standard Securities Transaction Settlement Cycle to T+1, 24 Feb 2023
- Communicating with the SEC When Your Organization Suffers a Cybersecurity Incident, 23 February 2023
- SEC Division of Examinations’ 2023 Exam Priorities – A Continued Focus on Private Funds, Regulation Best Interest, ESG, and Crypto, 21 Feb 2023
- SEC Staff Provides Guidance on Pay Versus Performance Disclosure, 15 Feb 2023
- SEC Staff Reminder About Advisory Fee Cross-Subsidization Concerns, 14 Feb 2023
- Preparing for the 2023 Proxy Season, 27 December 2022
- SEC Outsource Rule Poses Sweeping Impact on Private Fund Managers, 07 December 2022
- Boards Bracing for Final Rules on ESG, Cybersecurity, 02 December 2022
- SEC Requires Tailored Shareholder Reports and Amends Fund Advertising Rules, 29 November 2022
- How the SEC Marketing Rule Will Change the Way Advisors Promote Performance, 25 October 2022
- SEC Adopts Pay Versus Performance Disclosure Requirements, 31 August 2022
- SEC SPAC Proposals, 11 April 2022
- SEC Proposes Cybersecurity Disclosure Rules for Public Companies, 11 March 2022
- SEC Proposed Rule Delineates Cybersecurity Policy Requirements for Investment Advisers and Private Funds, 15 February 2022
- SEC Proposes New Rules and Amendments Applicable to Private Fund Advisers, 14 February 2022
- SEC Identifies Additional Risk Areas from Examinations of Private Fund Advisers, 9 February 2022
- SEC Proposes to Expand Private Funds Reporting Requirements, 1 February 2022
- U.S. SEC Proposes Expanded Share Repurchase Disclosure, 23 December 2021
- U.S. SEC Proposes Amendments Regarding Rule 10b5-1 Plans and Related Disclosures, 16 December 2021
- U.S. SEC Adopts Universal Proxy Card Rules, 15 December 2021
- [Video] “The SEC’s Focus on Cybersecurity – DisclosureAbove Board , Enforcement and Key Guidance for 2021,” Securities Enforcement Forum 2021, 4 November 2021
- Checklist for Cybersecurity SEC Disclosures, November 2021
- SEC Staff Highlights Comments on Climate Change Disclosure, 29 September 2021
- The SEC Gets Tough on Cybersecurity Disclosure Controls, 13 September 2021
- The SEC Continues to Scrutinize Earnings Management Through Its EPS Initiative, 31 August 2021
- De-Risking Your Risk Disclosures, 22 June 2021
- Five Key Takeaways from the SEC’s Evolving Response to the SPAC Boom, 22 April 2021
- SEC to LBRY: “You’re Overdue.” Recent Enforcement Action Highlights Evolving SEC Focus on Decentralization, 21 April 2021
- SEC Risk Alert Provides Insight into Examinations Related to ESG Investing, 15 April 2021
- U.S. SEC Proposes Amendments for Compensatory Securities Offerings, 16 December 2020
- SEC Amends Rules to Permit Electronic Signatures for Filings, 24 November 2020
- SASB and GRI Team Up to Tackle the Opaque Landscape of ESG Reporting, 11 August 2020
- An Insider Trading Crackdown Begins to Snare Top Execs, 01 August 2023
- Top 5 SEC Developments for June 2023, June 2023
- Top 5 SEC Enforcement Developments for May 2023, May 2023
- Top 5 SEC Enforcement Developments for April 2023, April 2023
- Top 5 SEC Enforcement Developments for March 2023, March 2023
- Terran Peizer Insider Trading Case, 07 March 2023
- Top 5 SEC Enforcement Developments for February 2023, February 2023
- Top 5 SEC Enforcement Developments for January 2023, 17 Feb 2023
- Top 5 SEC Enforcement Developments for December 2022, 17 Jan 2023
- SEC Adopts Amendments to Rule 10b5-1 and Requires Related Disclosures, 22 December 2022
- SEC Approves New Restrictions on Insider Trading By Execs, 14 December 2022
- Top 5 SEC Enforcement Developments for November 2022, 12 December 2022
- Top 5 SEC Enforcement Developments for October 2022, 11 November 2022
- Court Rules LBRY Token Is a Security in Another SEC Crypto Win, 10 November 2022
- The Rise of Rule 10b5-1 Enforcement and How Companies Can Mitigate Risk of DOJ and SEC Actions, 09 November 2022
- SEC Action Against Cheetah Mobile Execs Shows Rule 10b5-1 Plans Are Not a Get Out of Jail Free Card, 03 October 2022
- Top 5 SEC Enforcement Developments for September 2022, September 2022
- How Liable Is the CCO? It’s Up to the SEC, 23 August 2022
- Top 5 SEC Enforcement Developments for August 2022, August 2022
- Acquittal in CFTC’s First Insider Trading Trial: Analysis and Takeaways, 29 August 2022
- Top 5 SEC Enforcement Developments for July 2022, July 2022
- Top 5 SEC Enforcement Developments for June 2022, June 2022
- SEC Flags Deficiencies in Investment Adviser MNPI Compliance Practices, 3 May 2022
- Top 5 SEC Enforcement Developments for May 2022, May 2022
- Top 5 SEC Enforcement Developments for April 2022, April 2022
- Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Action, 7 March 2022
- DOJ Releases False Claims Act (FCA) Statistics for Fiscal Year 2021, February 2022
- Top 5 SEC Enforcement Developments for January 2022, January 2022
- Theranos: The Limits of the "Fake It Till You Make It" Strategy, 30 January 2022
- SEC Enforcement Trends – Five Key Takeaways, 7 December 2021
- U.S. Whistleblower Updates: Record Breaking Awards and a New FinCEN Whistleblower Program, 1 December 2021
- A Busy Week for the SEC’s Enforcement Efforts in Crypto’s "Wild West", 13 August 2021
- Barron v. Helbiz Inc.: A Rare Mixture of an ICO, Morrison, and State Law Claims, 4 June 2021
- 2021 Securities Enforcement Forum West, 13 May 2021
- Beware Intense Insider Trading Scrutiny in Current Climate, 08 April 2020
- SDNY Issues Split Decision in SEC v Ripple Labs, Potentially Complicating Analysis of When Crypto-Tokens Will Be Treated as Securities, 17 July 2023
- U.S. Supreme Court Deals Latest Setback to Federal Government's Use of Administrative Law Judges, 07 July 2023
- Ninth Circuit Clarifies Summary Judgment Burden for SEC Penalties, 20 June 2023
- Slack SCOTUS Decision, 05 June 2023
- Georgia Advisor Fires Salvo Against SEC In-House Judges, 01 May 2023
- Supreme Court Deals Latest Setback to Government’s Use of ALJs in Consolidated Axon Enterprise v. FTC and SEC v. Cochran Decision, 19 April 2023
- Nikola Founder Milton Faces Jury in His Toughest Sales Job, 12 September 2022
- The Second Circuit Second Guesses Failure to Disclose Pending SEC Investigation, 06 June 2022
- Jarkesy, Cochran and the Attack on ALJs, 3 August 2022
- A Summary Guide to Securities Class Action Litigation, 17 November 2021
- Delaware Supreme Court’s Facebook Decision Restores Deference Given to Boards in Shareholder Litigation, 10 November 2021
- Partners Christin Hill and Jordan Eth Discuss the Latest in Securities Developments, 14 October 2021
- Removing the Slack on Direct Listings: The Ninth Circuit Expands Standing in Favor of Investors Who Bring Class Actions Related to Initial Public Offerings, 22 September 2021