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The public comment period for the mid-term report proposing amendment of the Company Law has officially started, and will end on 1/31.
Here is the link, including the FULL mid-term report:
http://search.e-gov.go.jp/servlet/Public?CLASSNAME=PCMMSTDETAIL&id=300080089
We are pleased to present Inside the Courts (Volume 3, Issue 4), Skadden's securities litigation newsletter. This issue includes summaries and copies of selected noteworthy cases — principally decided from July to September 2011 — addressing the timely topics of, among others, directors and directors’ duties, foreign corporations, insider trading, M&A deal-driven litigation, and Securities […]
These posts saying that barring irrationality, lack of good faith, self-dealing etc. , directors cannot be held liable are undoubtedlycorrect under US (i.e. Delaware) law, but perhaps the issues deserves to be re-opened, or the list of exceptions where review does take place needs to be expanded a bit.
http://bit.ly/tyqMSN (blog post by Professor Bainbridge)
On Friday, November 19, ISS Corporate Governance Services released its U.S. Corporate Governance Policy Updates on voting recommendations for meetings occurring on or after February 1, 2011. The updates reflect a number of new or changed policies, most of which slant in the same direction: tighter shareholder-level oversight of executive compensation, and a willingness, perhaps even an eagerness, to use the say-on-pay tools mandated by the Dodd-Frank Act as a lever to effect change. Significant updates include:
See the excellent counter to Professor Bainbridge's opinion (The Fundamental Error…, in the comment to the entry a few slots below.
I recently attended a symposium where lawyers, financial regulators and a TSE representative discussed corporate scandals and how to address them. What was interesting was that everyone who spoke seemed to accept without question that companies did not just belong to the shareholders who owned them, but that their revenues represented the results of employee labor, payments by customers and so forth.
(This was so interestingwith regard to the coredebate about corporate governance,that we have posted much it here.)
”A recent proceeding under the Canadian anti-corruption statute, reflects a further step toward a global convergence on the benchmarks of anti-corruption compliance. Niko Resources Ltd., an international oil and natural gas exploration and production company headquartered in Calgary, recently pleaded guilty to violations of Canada’s Corruption of Foreign Public Officials Act and agreed to implement […]
Tokyo Stock Exchange, Inc. and Tokyo Stock Exchange Regulation hereby released the Request in reaction to recent issues pertaining to listed companies.
Request in relation to recent issues pertaining to listed companies (Reference Translation) –
http://www.tse.or.jp/english/news/09/b7gje6000000r78v-att/request_20111026.pdf
As we prepare for the upcoming proxy season and the answer to the question of whether we will see many, any, or only a few targeted, proxy access shareholder proposals (see the Davis Polk memo), we look back to the last time when proponents had the opportunity to make access proposals. In 2007, two major […]