Category: Law

BY MARK POERIO & ROSS MCNAUGHTON

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

This nice piece by Nishimura & Asahi discusses the nuances of issuing stock options to employees based in Japan.

From Shearman & Sterling, we have received the followingdetailedmemo about disclosure issues arising from M&A transactions in the U.S.:

http://bdti.mastertree.jp/f/dxwcm84t

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.

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.

From the ACCJ Press Release

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

(Just look at all the things our friends in the US have to go through simply in order to be able to get their shareholder proposals to nominate directors in the Proxy materials.To Japan's credit, it already provides clear access to the proxy for anyone holding the lesser of 1% of total shares or 300 units – a low hurdle. )

Introduction:

Excerpts from article in Audit and Risk –

The UK’s corporate reporting regulator has set out a number of considerations that companies should bear in mind when disclosing why they do not comply with parts of the Corporate Governance Code.