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What Should We Look For in Wells Fargo’s Ongoing Response to the Fake Accounts Scandal?

Board of Directors, Corporate, Corporate Governance, Responding to Crisis
Earlier this month I was quoted in a Corporate Secretary article, “How Can Wells Fargo’s Board Move Forward” (available here). This blog post expands on that advice, and identifies some actions to be on the lookout for—which tends to support good, bad, or indifferent changes in Wells Fargo. Overall, the leadership’s response to the scandal has been woefully inadequate.  The leadership has demonstrated both a lead from the rear, which equates to a hands-off approach, and a reactive (as opposed to proactive) strategy. Rather than leading the company through this, the Board’s actions are generally responses to others, such as Congressional inquiries and pressures. This is the kind of check-the-box mentality that allows massive frauds to occur, and unfortunately, it is the same mentality and approach they are taking with…
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Domestic Violence Awareness: You Can Make a Difference

Domestic Violence
Together we can stop Domestic Violence.  As a survivor and advocate for victims, I created this information packet--whether you may be a victim, may know a victim, or want to inform yourself. Knowledge is power!  Click here for the information brochure and for attributions for information in this blog post: dv-brochure Domestic violence (“DV”) is a prevalent problem and every person has the ability to make an impact by (i) eliminating any stereotypes of DV victims, (ii) learning to recognize abuse, and (iii) speaking up in a way that will help victims. As awareness grows, the silence that surrounds DV will diminish, and DV will reduce. There is No Stereotypical DV Victim No one is immune from domestic violence—it is not based on socioeconomic status, education, gender, or sexual preference. Many people…
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Goody’s 3 Pillar Framework for Nonmarket Forces Strategy

Corporate, Entrepreneurs, Nonmarket Forces Strategy
How do you analyze nonmarket forces? How do you incorporate nonmarket forces into your market forces strategy? Often you hear business executives, professors, and students talk about market forces, but you don’t hear that much about nonmarket forces. In fact, my MBA program had an entire course on Nonmarket Forces Strategy, but we learned no strategic or analytical framework for nonmarket forces. This is especially disconcerting as a seasoned corporate lawyer and an expert in corporate governance and compliance—nonmarket forces and the associated risks are glaring to me—but are seldom fully considered in business strategy. In my career advising corporate clients and through my MBA program, the most frequent fatal flaw in market forces strategy is the failure to incorporate nonmarket forces in the analysis; that is, until there’s a problem.…
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Considerations to Start a Business Under the Nonprofit Umbrella

Nonprofit, White Board Wednesday Post
Guest Post By: Tina Kawatu I had the good fortune to represent numerous nonprofit corporations on a range of corporate transactions upon being accepted into Georgetown Law’s clinic during my third year in law school. During these representations, many nonprofit corporations contemplated launching businesses under their nonprofit umbrella. In fact, an increasing number of already-existing nonprofits are indeed starting businesses. For those unfamiliar with the nonprofit world, nonprofits are their own animal of corporate structure. That is, the advantages, disadvantages, and risk exposure are significantly different for a nonprofit corporation as contrasted to a for-profit c-corporation, or any other organizational structure. In basic terms, a nonprofit is advantageous in that it enables the entity to obtain federal and state tax exemptions, as well as permit public and private donations to…
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Announcing Whiteboard Wednesdays!

White Board Wednesday Post
Starting today!  On Wednesdays, I will write about topics that readers have posted on my physical whiteboard in my McLean office, or on my virtual whiteboard by emailing me. Please let me know if there’s anything you want me to write about. Please note that I’m not providing any legal advice on this blog—Wednesdays or any other day.
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What’s the Difference Between Independent Contractors Versus Employees?

Corporate, Entrepreneurs, Labor, White Board Wednesday Post
Are you deciding whether to hire employees or independent contractors (also referred to as consultants)? Are you deciding whether you want to be an employee or independent contractor? This is one classification you want to get right the first time. While your situation may not lead to a class action and make national headlines—keep in mind the likelihood that the first NFL cheerleader who raised the issue predicted it would lead to nationwide class actions by other cheerleaders and legislation in at least one state to protect their labor rights (more here). In launching “Whiteboard Wednesdays,” I chose a topic that found its way on both my physical and virtual whiteboards—why do companies often want to hire independent contractors rather than employees? What’s the difference between the two? It’s not…
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Nominations to the U.S. Supreme Court: Why Should You Care About Textualism?

Constitutional Law, SCOTUS
In launching my blog, I thought a befitting first post is to explain what textualism is and why people should care about it (especially with a looming appointment to the Supreme Court of the U.S. ("SCOTUS" for short), and the recent nomination of DC Circuit Judge Merrick Garland—not a textualist). Coincidentally, I’m also paying tribute to one of the most brilliant legal minds of all time, and a man and jurist whom I admire: the late Justice Antonin Scalia. Upon his passing, there was an avalanche of articles stating that textualism was his approach to interpret law (also referred to as a type of originalism). While many articles were peppered with the word “textualism,” deafeningly absent was that this approach is vital to the survival of democracy. While this omission…
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