Why Do CEOs Survive Corporate Storms? Collusive Directors, Costly Replacement, and Legal Jeopardy

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 […]

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…..

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.

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