Tag Archives | law

What Would Proxy Access Look Like if Done Right?

The Business Roundtable and Chamber of Commerce made their case and the Court found the SEC rulemaking on proxy access arbitrary and capricious “for having failed once again… to adequately assess the economic effects of a new rule.” The SEC rules certainly didn’t come out the way Les Greenberg and I envisioned when we petitioned […]

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Strine as Chancellor

The Delaware Senate confirmed the governor’s appointment of Leo Strine, Jr. as the new Chancellor of the Delaware Court of Chancery. Strine has been a vice chancellor on the court for more than 12 years. I think he would have been anyone’s reasonable choice.  (Delaware Senate Confirms Strine as Chancellor., Delaware Corporate & Commercial Litigation […]

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WSJ Reports Inaccurately on SLAPP Suits

Jessica Holzer, writing for The Wall Street Journal informs readers this morning, Firms Try New Tack Against Gadflies: Corporations Look to Block Shareholder Activists’ Proposals by Challenging the Size of Their Stakes – WSJ.com. Companies have long viewed shareholder activist John Chevedden as a pain. The retired aerospace worker and his network of like-minded activists […]

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Ouch! Don't Sue Me

Bob Verdun, the former publisher of the Elmira Independent has been ordered to pay $650,000 as a result of a defamation suit. In 2004, Verdun alleged Robert Astley’s involvement with the Clarica Life Insurance Company and its role in the development of a controversial recreation complex made him unfit for the board of BMO Financial […]

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SEC Adopts Whistleblower Rules

Last week the SEC adopted final rules to reward whistleblowers who provide information leading to successful enforcement of securities law violations. In an attempt to address objections from many business groups, the final version included an incentive to report through mechanisms internal to their own company but also expanded from 90 (more…)

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Where is the LUV for Shareowners at Southwest Airlines?

Looking for coverage of the Southwest Airlines (LUV) annual meeting, I couldn’t find much. Dispatchers picketed outside. (Southwest Airlines Dispatchers Not Feeling LUV, NBC) The rising cost of fuel and integration of AirTran Airways were listed as concerns. (Despite tough economic conditions, Southwest tells shareholders future bookings look (more…)

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India: Class Action, Insider Trading & CSR

Companies Bill 2009 proposes to introduce the concept of class action suits for the first time in India, which would empower investors to sue a company for “oppression and mismanagement” and claim damages. Among other things, it also proposes to tighten the laws for raising money from the public and seeks to prohibit insider trading […]

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Kinetic Concepts: Victory for Shareowners!

I was about to sit down this morning and write another scathing post on Kinetic Concepts when I learned of their press release announcing they will gradually declassify their board. They gave no reason as to why they took this action just ahead of their annual meeting. Perhaps they looked again at their guiding principles, We […]

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New Legal Resource, at Least to Me

I just discovered a blog from Davis Polk & Wardwell LLP, although it may be a year old. I’ve added it to our links page under Legal Services. Today, Bill Kelly discussed “nondeal road shows” and the hazards of violating Reg FD. (Heightened Focus on Private Meetings With Investors)

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Confusion About Proxy Access Suit

Readers may have noted the WSJ’s lead editorial of last Saturday, Proxies vs. Profits, railing against the pending proxy access rules and supporting the appeal taken to the D.C. Circuit by the U.S. Chamber of Commerce and Business Roundtable. However, the editorial misses the fundamental point of the issue: the pending rules do not guaranty […]

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Review: Risk Management and Corporate Governance

Risk Management and Corporate Governance: Interconnections in Law, Accounting and Tax by Marijn Van Daelen (Editor), Christoph Van Der Elst (Editor) After the recent financial crisis more and more pension and other funds are adjusting their portfolios for risk. This book offers a fascinating look at the juxtaposition of corporate governance and risk analysis. Bob […]

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Cambridge Launches Masters Degree in Corporate Law

The University of Cambridge has announced its first entirely new degree in Law since the 19th century with the launch of a Master’s degree in Corporate Law (the MCL). The MCL will begin in the academic year 2012-13 and will operate as a full-time nine-month programme, offering students the opportunity to engage in a detailed […]

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Are Proxy Access Bylaws Legal?

The highly respected California attorney Keith Paul Bishop seems to think it could be argued, depending on the state of incorporation (Are Proxy Access Bylaws Legal?, Corporate and Securities Law, 12/8/2011). Most need no reminder that in 2009 Delaware enacted legislation, H.B. 19, 145th Gen. Assem. (Del. 2009), to explicitly authorize proxy access bylaws.  Tit. 8, Del. Code § […]

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Law Professors Submit Amicus Brief in Proxy Access

A group of 36 law professors — including Harvard Law School Professors Victor Brudney and John Coates — joined an amicus brief responding to the arguments advanced by plaintiffs in the case (Business Roundtable and Chamber Of Commerce v. SEC). As the brief notes, the law professors do not hold the same views on the […]

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Indian Conference Seeks Enforcement of Competition

The recent two day International Conference on Competition Law that concluded in New Delhi found that governments that work too close to big business protect old technology and prolong recession. In times of recession businesses plead for protective measures to cushion them from aggressive competition. Receding demand forces them to cut jobs and add to […]

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Corporate Governance Legal Requirements

Morgan, Lewis & Bockius LLP produced a good legal primer, Corporate Governance: An Overview of Public Company Requirements, last month. Read it now before it is out of date. Covers Sarbanes-Oxley, Dodd-Frank, and listing requirements in eleven sections: Director Independence Audit Committees Compensation Committees Nominating Committees Compensation Codes of Conduct Certifications Directors/Officers Disclosure Foreign Issuers […]

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Placing Corporate Law Within a Political Context

The Corporation as Imperfect Society by Brian M. McCall articulates a corporate metaphysics rooted in the political philosophy of Aristotle. The dominant models of corporate law and philosophy are rooted in the realm of private law, especially contract, agency and property law. Corporations are viewed as a nexus of contracts or as vehicles for joint […]

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Corporate Rescue Law

With the growing number of bankruptcies in industries ranging from financial, manufacturing, to retail, what could be more timely than Corporate Rescue Law – an Anglo-American Perspective? Gerard McCormak’s review of practices in the two countries concludes there is more convergence than is generally recognized. the us moving is in a UK direction with regard […]

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Corporate Governance: Law, Theory and Policy

Corporate Governance: Law, Theory, And Policy

Corporate Governance: Law, Theory and Policy, edited by Thomas W. Joo (Carolina Academic Press 2004), this excellent reader on corporate governance presents a cross section of mostly academic perspectives on important current issues, including: the role of the corporation, balancing interests, state and federal law, shareholder litigation, criminal and regulatory law, shareholder voice, board composition, […]

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