Category Archives: Corporate Governance

Why Governance Failures Are the Real Root Cause of Financial Crime

Photo courtesy of the author

Financial crime is often framed as a problem of criminal ingenuity. Enforcement agencies and regulators devote increasing attention to sophisticated typologies such as sanctions evasion through shell company networks, trade-based money laundering involving dual-use goods, cyber-enabled fraud, crypto-facilitated laundering, and professionalized scam operations. In response, financial institutions have invested billions of dollars in advanced compliance technology. Artificial intelligence, behavioral analytics, network detection, and real-time transaction monitoring systems now form the backbone of modern financial crime programs.

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Are Corporate Monitors Really “Off the Table”? Not Quite.

by Veronica Root Martinez

Photo courtesy of the author

Recently, I have been asked whether the use of corporate monitorships may be fading into the background. With signs of declining enforcement intensity and increased leniency toward corporate firms within the United States—particularly at the federal level[1]—some observers have begun to wonder whether monitors are still a realistic feature of post-resolution oversight. The short answer is yes. The longer answer, and the more important one for multinational firms, is that focusing exclusively on the U.S. Department of Justice (“DOJ”) dramatically understates both the prevalence and the reach of monitorships today.[2]

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President Signs Executive Order Targeting Defense Contractors

by David A. Katz

David-Katz (Photo courtesy of Wachtell, Lipton, Rosen & Katz)

On January 7, 2026, President Trump signed an Executive Order titled Prioritizing the Warfighter in Defense Contracting which could limit the ability of defense contractors to pay dividends or repurchase their stock, as well as potentially impact the compensation of their executives. According to the Executive Order:

While the United States produces the best military equipment in the world, we do not make enough of it quickly enough to meet the needs of our military and our partners. As a result, in these dangerous times, it is imperative that our defense contractors be held to the highest standards intended to ensure the advancement of core national interests, including with respect to the timeliness and quality of the defense items that they deliver.

Although some contractors have made critical investments in increased production capacity and been responsive to our Nation’s vital interests, far more have not. Many large contractors — while underperforming on existing contracts — pursue newer, more lucrative contracts, stock buy-backs, and excessive dividends to shareholders at the cost of production capacity, innovation, and on-time delivery.

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Trump Issues Executive Order Targeting Proxy Advisors and Shareholder Proposals

by David A. Katz, Elina Tetelbaum, and Loren Braswell

Left to right: David A. Katz, Elina Tetelbaum, and Loren Braswell (photos courtesy of Wachtell, Lipton, Rosen & Katz)

On December 11, 2025, President Trump issued an Executive Order titled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors,” which is aimed at “increas[ing] oversight of and tak[ing] action to restore public confidence in the proxy advisor industry, including by promoting accountability, transparency, and competition.”

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A Light Shines Through the Darkness in Disputes, Investigations, and Trade Compliance: A Fresh Look at the Classic Fraud Triangle

by Brent Carlson

Photo courtesy of the author

Innovation comes to all things, even to classic concepts that have grounded entire professions for years or decades.

Among attorneys and compliance professionals, the classic Fraud Triangle—with its three points of pressure, opportunity, and rationalization—stands as a foundational concept to describe the characteristics present after fraud has occurred.

However, the classic Fraud Triangle yields limited utility—and indeed does not really even apply—in forward-looking situations where the third leg of rationalization is necessarily absent.[1] Such situations include ones adversarial in nature such as complex commercial disputes, investigations, and compliance matters where no admission comes from the opposing side, investigation subjects, or counterparties in compliance due diligence and risk assessments. Indeed, in such situations instead of rationalization, one faces vehement denials. This leaves legal and compliance professionals seeking to pierce through darkness in need of a more suitable and effective guiding light.

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Extracting Value Amid Rising Risk: Compliance and M&A Pressures in the Global Resources Sector

by T. Markus Funk, PhD, Stephen Shergold, David Lewis, and Allan Taylor

Left to Right: T. Markus Funk, Stephen Shergold, David Lewis and Allan Taylor (Photos courtesy of White & Case LLP)

The natural resources extraction industry—spanning mining, oil and gas, and critical minerals—faces an increasingly complex compliance, legal and regulatory environment. Over the next three years, operators will encounter heightened scrutiny across environmental, social and governance (ESG) domains, as well as greater geopolitical and enforcement risks.

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Shareholder Activism: Ten Trends for 2026

by David Katz, Elina Tetelbaum, and Loren Braswell

From left to right: David Katz, Elina Tetelbaum, and Loren Braswell (photos courtesy of Wachtell, Lipton, Rosen & Katz)

Shareholder activism is at record levels and is no longer limited to the “proxy season.” Dozens of U.S. activist situations are underway for 2026 annual meetings, well before the windows for nominations open at most targeted companies. Activists are preparing for the fall conference circuit at which they will debut many of their 2026 campaigns, already working behind the scenes at companies by contacting their management, directors, investors, employees, sell-side analysts, and other key constituencies. Here are ten trends to expect for the year ahead.

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The Trust Paradox: How Aggressive Whistleblower Enforcement Risks Undermining Compliance Culture

by Sharon Oded

Sharon Oded (photo courtesy of the author)

In the evolving landscape of corporate regulation, whistleblower frameworks have emerged as indispensable instruments for surfacing misconduct that might otherwise remain obscured. From financial fraud to sanctions violations, whistleblower disclosures have catalyzed some of the most significant enforcement actions of the past decade. Yet, as enforcement agencies increasingly adopt aggressive, incentive-driven approaches, a critical inflection point has been reached: Are we inadvertently undermining the very cultures of integrity we seek to cultivate?

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Board Priorities in a Geopolitical Landscape: Risk, Compliance, and Supply Chain Resilience

This post comes from a webinar with Bets Lillo, Edward Knight, Will A. Clarke, and Jana del-Cerro delivered on May 22, 2025. They offered a clear-eyed view of how boards and executive management must adapt to effectively lead amid a world where national security, economic policy, and supply chain resilience are deeply intertwined. Five key takeaways from their discussion are outlined below, alongside practical implications for boardroom oversight and planning.

From left to right: Bets Lillo, Edward Knight, Will A. Clarke, and Jana del-Cerro (photos courtesy of authors).

As the impact of global interdependencies becomes increasingly complex, boards and executive management are guiding and governing their companies in an unpredictable environment. That was the central theme of the recent May 2025 webinar, Geopolitical Issues Impacting Global Supply Chains and National Security, hosted by the Nasdaq Center for Board Excellence and the Program on Corporate Compliance and Enforcement at NYU School of Law.

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A Reflection on the OECD’s Report (Part I): Companies’ Assessments of Anti-Corruption Compliance

by Veronica Root Martinez and Liz Carrasco

Left to right: Veronica Root Martinez and Liz Carrasco (photos courtesy of authors)

As anti-corruption compliance programs have become standard within corporations, an increasing number of companies are shifting their focus to the effectiveness of these programs. The Organisation for Economic Cooperation and Development (OECD) report Companies’ Assessments of Anti-Corruption Compliance[1] provides a detailed look at this shift within the private sector. Drawing on survey data and examples from a range of companies, the report highlights a growing recognition that compliance cannot be isolated from a company’s culture, leadership, or structure. In short, the question is not merely whether a compliance program exists, but whether it is effective.

The report includes anonymized company case studies to illustrate various approaches and insights. This blog post explores three key aspects of the report: (1) why companies assess the effectiveness of their anti-corruption compliance programs; (2) what methodologies they use to do so; (3) the tools companies leverage to monitor progress over time.

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