Two lawsuits -- one coming to a close in Australia, the other just beginning in Cincinnati, Ohio -- remind us that public company Directors and Officers (D&Os) are facing greater scrutiny and liability than ever before. They also reinforce how the presence or absence of a company's internal controls -- over financial reporting as well as compensation decisions -- can be used to protect or vilify D&Os in court.

A recent case of internal fraud at Citgroup begs the question: Should we be criticizing Citi for not having the internal controls in place to prevent the fraud in the first place -- or applauding Citi for noticing the error and taking action on it? 

A little over a month ago, the SEC adopted its Final Rules regarding the Dodd-Frank whistleblower program.