World Bank-IFC’s Study of Stock Exchange Indices: “Raising the Bar on Corporate Governance”

The World Bank and IFC have just completed a major study ofCorporate Governance-based Indices (CGIs) in eight countries, concluding that they they can have significant impact on raising the bar for corporate governance. They are usually created by stock exchangs and arebased on standards set forth in stock exchange corporate governance codes. (Note: Japan has no corporate governance code, and no CGI.)

IFC- Study of Stock Exchange Indices-2013

Delaware: Good Faith, Entire Fairness, Enhanced Review….

We were studing the above topics recently and came across these helpful memos:

Lazarus – Independence Under Delaware Law

Dunn – Good Faith in Delaware

Siegel – Illusion of Enhanced Review – 2013

Willkie Farr – Entire-Fairness-As-A-Limit-On-Control

CFA Society’s Corporate Governance Roundup (Excerpts and Link)


In India, the new Companies Bill passed the upper house of Parliament. The bill requires that every listed company appoint at least one-third of the total number of directors as independent directors for a maximum of two terms of three years each. A certain class of companies will be required to have at least one female director. Furthermore, directors are barred from holding more than 10 directorships in publicly traded firms.

In re Puda Coal: A Reminder About “Good Faith”

Detailed Harvard Law Blog entry below, analysis byDavis Polk here. You have to admirethe direct language in this ruling: [I]f you’re going to have a company domiciled for purposes of its relations with its investors in Delaware and the assets and operations of that company are situated in China that, in order for you to meet your obligation of good faith, you better have your physical body in China an awful lot. You better have in place a system of controls to make sure that you know that you actually own the assets.