Shareholders’ voting rights are supposed to be a fundamental asset, giving shareholders a say in the most important corporate decisions. However, institutional investors had seldom used theirs as they are rationally apathetic; it made more sense for them to sell their stocks when a company is under-performing. Facing mandatory-voting regulations, they have outsourced proxy voting to proxy advisors. Those consulting firms provide voting recommendations and technological support to investors to cast their votes.
Category: Law
GMI – “Citigroup Rebuff Should Surprise Nobody”
The followingentry appeared as part of GovernanceMetrics International’s GMI Blog. GMI is the leading independent provider of global corporate governance and ESG ratings and research. Corporate stakeholders – including leading investors, insurers, auditors, regulators and others – use GovernanceMetrics services to identify and monitor risks related to non-financial measures covering key environmental, social, governance and accounting risk factors.
Paul Hastings Client Alert – “UK Binding Say on Pay – a Proposal Worth Critiquing”
BY MARK POERIO & ROSS MCNAUGHTON
FCPA – “Vast Mexico Bribery Case Hushed Up by Wal-Mart After Top-Level Struggle” (NY Times)
From the NY Times – Confronted with evidence of widespread corruption in Mexico, top Wal-Mart executives focused more on damage control than on rooting out wrongdoing, an examination by The New York Times found.
http://www.nytimes.com/2012/04/22/business/at-wal-mart-in-mexico-a-bribe-inquiry-silenced.html?_r=1
Grants of Overseas Parent Company Stock – A Sweet and Sour Perk
This nice piece by Nishimura & Asahi discusses the nuances of issuing stock options to employees based in Japan.
Disclosure Issues in Acquisitions of U.S. Public Companies
From Shearman & Sterling, we have received the followingdetailedmemo about disclosure issues arising from M&A transactions in the U.S.:
TSE Public Comment wrt restoring mkt confidence
Hi all, writing to say that I submitted, as a US-based investor in Japanese equities, a comment that seems to touch on points similar to those BDTI advocates. In summary, since public companies' in Japan have boards comprised primarily of executive directors, training for a lone, or small majority of, outside director(s) is insufficient. More independent directors are of course welcomed from the point of view of investors. However, there needs to be assurance that executive and outside directors are qualified to serve as such.
CFA Institute: Review of Companies Act – Interim Report
The CFA Institute Standards and Financial Market Integrity Division and CFA Society of Japan made comments on the main item in the document, namely on the introduction of independent directors. And to ensure proper fulfillment of the function of independent director, CFA Institute strongly suggests proper training of directors, as below.
TSE Public Comment Process – “Revisions to Listing Rules Regarding Corporate Governance to Restore Confidence …”
The TSE conducted a public comment process with respect to its proposed Revisions to Listing Rules Regarding Corporate Governance to Restore Confidence in the Securities Market. The deadline for submissions was March 29th. We will be posting any public comments submissions that anyone cares to send to us.
TSE's Proposed Revisions to Listing Rules Regarding Corporate Governance to Restore Confidence in the Securities Market
http://bdti.mastertree.jp/f/ov0xn2hq