Tag Archives | law

Review: Corporate Governance: Cases and Materials

This comprehensive case book sheds light on the complicated regulatory framework and the dynamic nature of laws on corporate governance in the United States. Chapters typically cover regulations promulgated by federal, state, and self-regulatory organizations. Corporate governance is examined through case law with ample discussion to provide context concerning evolving practices and normative concerns. In […]

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SEC’s Authority at Risk?

The United States Constitution was written on 4 pages in 1787. Now there are  over 80,000 pages of regulations in the Federal Registry. In a time mired by fraud, waste, abuse, and corruption, in both the public and private sectors, an article by the Business Integrity Alliance argues that corporate directors who set (more…)

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Review: Corporate Governance and the Global Financial Crisis

Corporate Governance and the Global Financial Crisis: International Perspectives by William Sun, Jim Stewart, and David Pollard addresses the worldwide crisis that cost Americans an estimated average of $188,000 per household. We will be paying back that debt for decades… or perhaps more accurately, our children will be paying back that debt. Yes, we’ve passed the […]

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Review: Shareholder Democracies?

Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in (more…)

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Corporate Directors Forum 2012 Part 7: Laster Inspires Multi-forum Nightmare – Small Claims Shareowner Flash Mobs

These are some relatively quick notes that I’m sharing from the Corporate Directors Forum 2012, held at the University of San Diego, January 22-24, 2012. This post diverges to a flight of fancy inspired by a problem raised by judge J. Travis Laster at the Forum… a flight of fancy that borders on nightmare. In part 8 I promise […]

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Audio Friday: Federalist Society Panel on Proxy Access – Special Bonus re Bain Capital

Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank […]

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Lowell Milken Institute Law Teaching Fellowship

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship. This fellowship is a full-time, year-round, one or two academic-year position (approximately July 2012 through June 2013 or June 2014).  The position involves law teaching, legal and policy research […]

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CII Contract with Equilar a Positive Step But More Needed to Address Pay Issue

Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release: By combining an innovative market-based algorithm to identify peer […]

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Review: Economic Governance Matters

Does Economic Governance Matter?: Governance Institutions and Outcomes edited by Mehmet Ugur and David Sunderland. The answer is an unqualified yes! More questionable is if citizens can shape governance to be more efficient to society as a whole. It does not require immense imagination to see that technically-feasible economic outcomes may remain socially-unfeasible if the […]

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FCPA Liability

Two recent developments bring the potential for individual criminal liability under the U.S. Foreign Corrupt Practices Act (“FCPA”) back into the spotlight. These developments underscore the extensive reach of the FCPA, which can extend criminal liability to U.S. and non-U.S. citizens alike and to circumstances where an individual does not have actual (more…)

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SEC Appeals Citigroup Decision

The Securities and Exchange Commission’s Director of the Division of Enforcement, Robert Khuzami, today made the following statement on the Citigroup case: Last month, a federal district court declined to approve a consent judgment because, in its view, the underlying allegations were ‘unsupported by any proven or acknowledged facts.’ As a result, the court rejected […]

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Review: The Organizational Ombudsman: Origins, Roles, and Operations–A Legal Guide

I heard Charles L. Howard discuss working on ombuds issues and his book The Organizational Ombudsman during panel presentations at the Silicon Valley Chapter of the National Association of Corporate Directors and at Stanford University. With all the advantages such offices offer to corporations I was wondering why more corporations haven’t set up programs. At the […]

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Proxy Access Proposed at Six More Companies

Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for binding bylaw proxy access proposals at six US companies (Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Groupas) part of its efforts to strengthen shareholder rights. According to (more…)

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HKEx: New Listing Rules

The Stock Exchange of Hong Kong Limited (“Exchange”) recently published its Consultation Conclusions on Review of the Corporate Governance Code (“Code”) and associated Listing Rules. The Code and Listing Rules amendments aim to promote the development of a higher level of corporate governance among listed issuers and bring Hong Kong in line with international best practices.  They will […]

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Binding Arbitration to Eliminate Shareholder Litigation

The End of Shareholder Litigation: Using Bylaw or Charter Amendments to Require Binding Arbitration of Shareholder Disputes by Paul D. Weitzel analyzes whether a bylaw or charter provision that requires arbitration for all shareholder disputes would be enforceable. He finds that it would be and provides a model provision for inclusion in (more…)

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Majority Doesn't "Occupy" ABA

In case you missed it (ABA Declines to Embrace Majority Voting as Default Standard, ISS Governance, 11/2/2011) The American Bar Association’s (ABA) Corporate Laws Committee has declined a request from the Council of Institutional (more…)

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Model Proxy Access Proposal

Today, the United States Proxy Exchange (USPX) released a Model Proxy Access Proposal that can be presented to corporations for a shareowner vote under SEC Rule 14a-8 to ensure that long-term shareowners have (more…)

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Boards of the Future: A Conversation With Richard W. Leblanc

Professor Richard W. Leblanc recently posted an article to his blog titled The Boardroom of the Future: Changes that will reshape corporate governance that merits wide exposure. Leblanc is a tenured, award-winning teacher and researcher, consultant, lawyer and specialist on boards of directors… a recipient of Canada’s Top 40 Under 40™ award. His research expertise is […]

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