April 14, 2023

Chief Compliance Officers Are in the Crosshairs

Directors & Boards

Corporate partner Doug Raymond and business litigation partner Oderah Nwaeze and associate Jason Rauch coauthored an article for Directors & Boards titled “Chief Compliance Officers Are in the Crosshairs,” which discusses the importance of boards ensuring their chief compliance officers (CCOs) are up to date on important policies and procedures related to corporate malfeasance.

Raymond, Nwaeze and Rauch provide an overview of a case in the Delaware Court of Chancery, which confirmed that the fiduciary duty of oversight, also known as “Caremark duties,” applies to non-director officers. The authors note that the decision is consistent with a legal and regulatory regime that has increasingly sought to hold corporate officers — particularly CCOs — liable for corporate misconduct.

The authors discuss the increasing visibility of the CCO and provide key takeaways from the case. They note that boards should make sure their CCOs are able to act robustly to eliminate any meaningful risk of noncompliance.

Full Article

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