Abstract: We use an observable action (non-executive directors’ insider trading) and an observable outcome (the market assessment of a board-ratified merger) to infer collusion between a firm’s executive and non-executive directors. We show that CEOs are more likely to be retained when both directors and CEOs sell abnormal amounts of equity before the delinquent accounting […]
Month: January 2012
Disintermediating the Proxy Advisory Firms: Marty Lipton on the Harvard Law School Forum Blog
…..Unfortunately the voting policies of the proxy advisory firms are usually derived from unsupported notions of what constitutes “good governance” and are often applied in ways that do not account for the specific circumstances at many companies. Accordingly, this approach often fails to advance the real interests of long-term investors…..
Regulators Listen to Senate Critics: Eight Ex-Siemens Execs Charged for FCPA Violations
By Paul T. Friedman and Ruti Smithline (Morrison Foerster update)
Failure is an Option: Failure Barriers and New Firm Performance
(Abstract) – Do bankruptcy changes in the institutional environment affect the rate of founding by particular types of founders and the performance of their ventures?
Deloitte: The Risk Committee Resource Guide for Boards
This guide aims to assist board members of publicly held banks, BHCs, and other financial services companies — and of nonfinancial publicly held corporations — in designing, developing, and operating a board-level risk committee. Dodd-Frank1 and the NPR will soon require such committees for certain BHCs.
Japanese Financial Institutions Should Comment on Dodd-Frank Rulemaking
Regulators in the United States are writing rules to implement the Dodd-Frank legislation, including rules that will determine how broadly the law will apply to activity outside the United States. Japanese and other foreign financial institutions should take advantage of this opportunity to influence the regulations, because the consequences will be very important to them, and change will be much easier to accomplish now than it will be in the future.
Speech by Nicholas Benes: “Recent Developments in Japanese Corporate Governance”
On December 7, 2011, Nicholas Benes (Representative Director of BDTI) gave a lecture at the Temple University Japan Campus on the above topic. The speech can be viewed at this link:
http://www.youtube.com/watch?v=8pT_FdMN7Wo
The presentation materials may be downloaded by registered users of BDTI's Discussion Forum,in the data library at:
2012 Global Insights from Skadden Arps: Governance, Basel, Volcker Rule, Restructuring, M&A,Takeover Regulation, Litigation…..
Skadden's very useful compendium of insights and developments in 2011-2012, many of whichboards would be wise to bebe aware of.
http://bdti.mastertree.jp/f/2pvl4xt1
Their own introduction:
TSE Translation of MOJ’s “Interim Proposal Concerning Amendment of the Companies Act”
The TSE has kindly prepared a translation of the interim proposal by the MOJ with respect to amendment of the Company Law of Japan, which is now up for public comment until the end of January.As readers probably know, the incumbentDPJ party initially started this third amendment process in 10 years with the goal of improviing corporate governance.
Translation: http://bit.ly/xbXMkh
Instructions for Public Comment: http://bit.ly/yFGtih