The Informed Board

Skadden Publication

The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange Commission has stepped up its enforcement efforts, frequently targeting individuals.

Those are two of the topics we explore in this issue of The Informed Board, our quarterly newsletter for directors. We also answer frequently asked questions about China’s increasingly important merger clearance process, which differs significantly from its Western counterparts. Finally, we explain why preparing careful board minutes is more than a formality.

Why Directors and Executives Need To Pay Attention to Sanctions, Money Laundering and Export Rules
As various laws restricting foreign transactions proliferate to support U.S. foreign policy, they are being aggressively enforced, so it is vital for boards to monitor compliance. Directors can face personal liability if they do not.

Demystifying China’s Merger Review Process
Winning Chinese approval for a merger can seem like an opaque and puzzling process to newcomers, in part because Chinese law requires regulators to consider broad economic and policy considerations, not just the impact on competition.

The Angel’s in the Details: The Importance of Carefully Drafted Board Minutes
Drafting board minutes is more than a formality. Carefully prepared minutes that explain the processes a board went through and the reasons for its actions can help prevent more intrusive books and records demands and limit litigation.

This SEC Press Release Is a Compliance Checklist for Corporations
The SEC is stressing higher penalties, requiring independent compliance monitors and including advisers in enforcement actions. Earnings manipulation, 10b5-1 plans and non-GAAP accounting are also coming in for scrutiny. 

See all the editions of The Informed Board