Public Companies

By Ira M. Millstein and Holly J. Gregory

Weil’s senior partner Ira M. Millstein and partner Holly J. Gregory reflect annually on corporate governance.  “Rebuilding Trust: The Corporate Governance Opportunity for 2012.” is published in the March-April 2012 issue of Corporate Governance Advisor and posted at The Harvard Law School Forum on Corporate Governance and Financial Regulation.  Millstein and Gregory, both Corporate Governance partners, offer their thoughts on how–without the need for regulatory intervention–boards and shareholders can rebuild trust in 2012 and, by doing so, help resolve some of the tensions that are stalling our economic recovery.

 Link to the posting here, or download a pdf.

“Concerns about the responsible use of corporate power remain high in the wake of the financial crisis. Although these concerns have been focused primarily on the financial sector, there is spillover to corporations in every industry. Tough economic conditions, slow job growth, political dysfunction and general uncertainties about the future continue to undermine investor confidence and fuel public distrust (with Occupy Wall Street an example). This in turn intensifies the scrutiny of corporate actions and board decisions, … [click to continue…]

By Christian R. Bartholomew and Sarah S. Nilson

Weil’s litigation partner Christian R. Bartholomew and associate Sarah S. Nilson give an overview of the SEC’s Whistleblower Program that came into effect as a result of the Dodd-Frank Reform Act, including details on what constitutes a whistleblower action, requirements for bounty, anti-retaliation provisions, the SEC’s enforcement powers and their possible implications, and strategic actions companies should take in response in a presentation made to the 30th Annual Federal Securities Institute in February.

Download full-text of presentation.

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By Christian R. Bartholomew and Sarah S. Nilson

Weil’s litigation partner Christian R. Bartholomew and associate Sarah S. Nilson summarize the most recent SEC enforcement trends, including whistleblower, insider trading, and FCPA cases, as well as the SEC’s enforcement powers under Dodd-Frank and enforcement actions post-Janus in a presentation made to the 30th Annual Federal Securities Institute on February 16, 2012.


The Working Group will continue to monitor any developments and provide timely coverage at Weil’s Financial Regulatory Reform Center.  If you are interested in discussing this or other regulatory enforcement issues, please contact Working Group member Christian R. Bartholomew (202-682-7070 or

“The Dodd-Frank Act presents many new regulatory compliance changes for the financial sector, but also to public companies that had little or nothing to do with the financial crisis.”  The editor of Metropolitian Corporate Counsel inteviews Heath Tarbert, Head of Weil’s Financial Regulatory Reform Working Group for the October 2011 edition. Topics such as public company preparation, systemic risk, “living wills,” and rulemaking uncertainty are covered in this timely interview. [click to continue…]

Weil’s Paul Ferrillo has published an interesting article (“Dodd-Frank & Corporate Investigations: Should D&O Insurance Cover The Cost?”) with that views directors and officers liability insurance from the context of Dodd-Frank. Ferrillo asks timely questions: Should complex internal investigations, such as those concerning whistleblower allegations, be covered under a company’s preexisting directors and officers liability insurance coverage? Why is such a consideration important?