By Ronald J. Levine and Richard Torrenzano

As many worked from home, accelerated by the pandemic and technology, it has been particularly difficult to avoid a growing threat posed by employees who have utilized private E-message platforms to conduct company business.

Private E-message platforms – email and instant messaging – which include WhatsApp, Telegram, Slack, Hangouts, Signal, WeChat, Messenger, Viber, Gmail, Yahoo and others – are prime targets for regulators or adversaries.

They can be misused when sensitive information about deals are shared. In most cases, these platforms are not authorized for company use because they fail to comply with policies for storing and maintaining records.

Media has well-covered the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) actions cracking down on potentially inside and secret information sitting on private E-message platforms of top banker’ and trader cell phones… or other devices. Significant sanctions are close.

Boards and corporate management must take this opportunity to educate and train personnel about the use of electronic correspondence.

E-message platforms are growing exponentially. Several years ago, WhatsApp stated it had two billion active global users, ranked as the most used global mobile messenger app with more than one hundred billion messages each day, outpacing Facebook, Instagram, Twitter and LinkedIn.

By Richard Torrenzano

CEOs have been speaking out increasingly on an array of political issues, and it is becoming problematic for companies and boards with noisy internal or external groups pushing business leaders to comment publicly on controversial matters.

​In this era of consumer value and instant media, some say staying quiet is no longer an option to maintain and increase brand loyalty. In other cases, executives personally believe in an issue and wish to advance the cause. It is a complex and growing phenomenon, but let’s dig a bit deeper.

What are the responsibilities of and risks for a company? Are these issues mission critical to the company? When a CEO speaks, for whom are they speaking?
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Are CEOs speaking personally or for the board, management, employees, or other stakeholders? Will there be a vote on these issues? Can and should other executives speak out—for or against—the same issues? Can they make a meaningful contribution?

By Ronald J. Levine and Richard Torrenzano

A jury just returned a verdict of $25 million in damages against a defendant lending institution. A senior executive sitting in the courtroom was in shock. One juror remained behind and agreed to discuss deliberations.

The executive listens intently as the company’s attorney spoke with the juror. She mentions the key evidence in finding the company liable was from a senior vice president who, in text messages to a friend casually mentioned that the lender’s products were “toxic” and “poison.”

The bank executive murmurs to himself, “If only we had trained employees to be more thoughtful in their communications.” The company’s management discovered dangers of contemporary communications in the worst conceivable way.

Digital access and use today are paramount in our professional and personal lives. Imagine digital communications not working for 24 hours or more? Teenagers would weep. Business leaders would be powerless ... and most of us would be confused and grumpy.

By Richard Torrenzano

The global pandemic forced the entire legal profession to function without its social ecosystem of in-person client meetings, working breakfasts, lunches and dinners, receptions, entertainment at events, live conferences or symposiums. Even court access has been limited.

​These venues disappeared quickly. Some will return, but many have been replaced or supplanted with an online and virtual world in which today’s rainmakers were not trained.

By Ronald J. Levine and Richard Torrenzano

While the desire to protect and build the bottom line is understandable, some of these ‘hot’ new companies and products can be lurking landmines.
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A recent New York Times article on ‘misleading’ lawsuits about package labels underscores the flurry of litigation by advocacy groups and consumer plaintiffs’ lawyers attacking companies for what they describe as a surge in deceptive marketing.​

​By Richard Torrenzano

​The governance table is reset.

Board interaction with shareholders is shifting — led by significant technology advances, aggressive regulators requiring added or recalculated information, as well as more transparency in public reports. This is followed by renewed activist engagement and media coverage.

The environment will continue to evolve over the next year and require boards, management and their advisers to rethink shareholders' activities, especially in the digital and virtual arenas.

​By Ronald J. Levine and Richard Torrenzano

​In December, McDonald's Corp. clawed back more than $105 million and achieved a public apology from its former CEO, Steve Easterbrook, resolving a protracted litigation arising from his alleged inappropriate conduct with employees. The settlement avoided bringing McDonald's v. Easterbrook to trial in the Delaware Chancery Court.

Prior to the outcome, investor groups and others publicly called for the resignation of some board members based on their initial handling of the termination and departure of the former CEO.

By Michael Graham, Managing Editor

Congressional staffer and New Hampshire native Karoline Leavitt woke up Thursday morning to the unpleasant news that she had been blocked by Twitter overnight. The timing could hardly be worse: Leavitt is the spokesperson for Rep. Elise Stefanik (R-N.Y.) who’s currently in the middle of one of the biggest political fights in Washington.

GOP congressional leaders have announced they intend to remove Rep. Liz Cheney (R-Wy.) from her post as chairwoman of the House Republican Conference, the #3 spot in leadership. Several high-profile members are supporting Stefanik for the job. It’s front-page news in Washington, which is why Leavitt’s Twitter ban was such a big problem.​

By Richard Torrenzano

​On New Year’s Eve, 2019, no one predicted the disputation and tragedy we would endure in 2020. It required colossal achievements just to cross the finish line and enter the new year 2021.

There was no sign of an invisible evil tumbling towards us. We looked to the new year as we always did, pledging resolutions about our waistline, achieving new business goals and promising more charitable giving or thoughtfulness, thankful for a good life in the year just past, as well as anticipating one in the next.

As New Year’s Eve 2020 approached, the year flashed through our mind as a blur. We remember many were driven to the brink and realized it took resilience, tough mindedness, prayer and a little bit of luck to survive; a small group had a successful windfall.

​Arriving at the annual milestone, it was not a celebration. It was quiet, unique with a singular hope thinking about health and loved ones. A very distinct and somber holiday season.

By Richard Torrenzano

​Cyber-attacks compound data, financial and privacy issues. Pandemics linger, break supply chains and destroy economies. Competitors and disgruntled employees attack in unprecedented ways.

Proliferation of lawsuits drive culture change and broaden disclosure in diverse areas increasing costs. Political leaders have little understanding of business, meeting payroll, let alone cutting costs. A new federal administration is proposing increased regulations and taxes that will impact business in unpredictable ways.

Business is under attack.

​Unfortunately, in the years ahead, corporations will face multiple crises that disrupt or endanger operations and mission. And at the same time, sensationalistic media modify and magnify fundamental perceptions.