A certified "public interest" nonprofit
Useful presentation by Paul Hastings on the growing prominence of whistleblowers in US law and theunique issues they present, including:
Review of notable recent cases
Relevant whistleblower provisions by agency
Navigating whistleblower issues and investigations of
whistleblower allegations
Collective action and asymmetric information problems resulting from
dispersed ownership necessitate the use of agents. These twin problems and relatedagency problems induce control transactions as a solution. These problems, however,also cause dilemmas relating to the governance of control transactions. An ex postjudicial intervention may be employed as a solution for the dilemmas.
For those who do not have them, here are the proxy voting guidlines for 2015 as recently published by Glass-Lewis and ISS:
ISS – Proxy Voting Guidelines for 2015- AP+Japan
http://bdti.mastertree.jp/f/bgwpjkyf
Glass-Lewis-2015 Proxy Voting Guidelines-Japan
http://bdti.mastertree.jp/f/g8pj2vbh
Japan has no comparable law to ERISA, the comprehensive law regulating corporate pension funds, requiring funding and many other features, and enforced by the Department of Labor. Here's an excellent summary of ERISA in a report made to the U.S.Congress:
Summary of the Employee Retirement Income Security Act (ERISA)
David W. Anderson-What is the message you want people to understandabout the nature of capitalism and corporate governance?
1. Introduction- The purpose of this paper is to examine recent changes in executive compensationin Japan. We will focus mainly on three topics. First, we review recent changes in theinstitutional framework for executive pay. In particular, we discuss the new rules ondisclosure of executive compensation, which require firms to disclose the salaries oftheir presidents if their pay exceeds a certain amount after 2010.
Pertinent to the draft corporate governance code's reference to a division between monitoring and execution, and always insightful, is Professor Bob Garratt's work to define the role of boards, and the difference between managing and directiing.
Bob Garratt – Directing vs Managing
http://bdti.mastertree.jp/f/mn5fgtqc
The FSA has published an English version of the draft corporate governance code, and is asking for public comments – which may be sent to the FSA in English. The deadline for receipt of comments is January 31st, 2015.
The English translation, and instructions for making public comments, are available at:
http://www.fsa.go.jp/en/refer/councils/corporategovernance/20141226-1.html
(From CorpGov.net ) -A major landmark in establishing a fiduciary duty for proxy voting was the Department of Labor’s (DOL) 1988