Ex-Olympus Director Sets Up Web Site for Employees, Shareholders Who Support Michael Woodford’s Return as CEO

Mr. Koji Miyata, a retired director of Olympus, has set up a web site to collect the names of those employees, ex-employees, and shareholders of Olympus who support the return of Michael Woodford as CEO and President of Olympus.

Here is the English version of the web site, with a separate page with a message to employees from Mr. Woodford, who is still a member of the board of Olympus:

Web site:


Letter from Mr. Woodford:

“inside the [U.S] Courts”, by Skadden, Arps, Slate, Meagher & Flom LLP

We are pleased to present Inside the Courts (Volume 3, Issue 4), Skadden's securities litigation newsletter. This issue includes summaries and copies of selected noteworthy cases — principally decided from July to September 2011 — addressing the timely topics of, among others, directors and directors’ duties, foreign corporations, insider trading, M&A deal-driven litigation, and Securities […]

“The Business Judgment Rule is Not a Standard of Review, It is an Abstention Rule”

These posts saying that barring irrationality, lack of good faith, self-dealing etc. , directors cannot be held liable are undoubtedlycorrect under US (i.e. Delaware) law, but perhaps the issues deserves to be re-opened, or the list of exceptions where review does take place needs to be expanded a bit.

http://bit.ly/tyqMSN (blog post by Professor Bainbridge)


Davis Polk New ISS Policy Update: Tougher Standards for 2011

On Friday, November 19, ISS Corporate Governance Services released its U.S. Corporate Governance Policy Updates on voting recommendations for meetings occurring on or after February 1, 2011. The updates reflect a number of new or changed policies, most of which slant in the same direction: tighter shareholder-level oversight of executive compensation, and a willingness, perhaps even an eagerness, to use the say-on-pay tools mandated by the Dodd-Frank Act as a lever to effect change. Significant updates include:

Protecting Shareholders, Post-Olympus…..?

I recently attended a symposium where lawyers, financial regulators and a TSE representative discussed corporate scandals and how to address them. What was interesting was that everyone who spoke seemed to accept without question that companies did not just belong to the shareholders who owned them, but that their revenues represented the results of employee labor, payments by customers and so forth.