This article is highly original and of great importance to the debate about private enforcement of corporate and securities laws in that it is the first to 1)articulate the doctrinal prerequisites for effective ex post judicial policing of fiduciaries in control transactions and 2) theoretically unify two seemingly distinct approaches to police control transactions‐‐the ex post judicial policing in the United States and the ex ante policing by the Takeover Panel in the UnitedKingdom. Shareholder collective action and asymmetric informatio
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
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.
Morrison Foerster: When can a corporation’s compliance program help stave off indictment? Or at least secure it more lenient treatment from the Department of Justice when resolving a case? DOJ has given fresh guidance on this issue for our clients, signaling what we see as a new emphasis in evaluating corporate compliance. That guidance came in October 7, 2014 remarks by Marshall L. Miller, the Criminal Division’s Principal Deputy Assistant Attorney General (PDAAG).
Skadden has published a useful report about trends and specific developments and cases relevant to this topic. Today’s multinational corporations are well aware that regulatory and law enforcement investigations are often global in scope. U.S. authorities, for example, currently are conducting high-profile cross-border investigations concerning corrupt practices or bribery, market manipulation, tax fraud, price-fixing and sanctions violations, among other areas.
（Quote from Andrew MacDougall,Partner at Osler, Hoskin & Harcourt LLP） Securities administrators in all Canadian jurisdictions other than Alberta and British Columbia have approved the final rule. The new rule is largely unchanged from the proposals issued earlier this year.
New Method to Squeezing Out Minority Shareholders (July 2014)
Squeezing Out Minority Shareholders (prior memo)
Paper: Reform Where it is Least Needed:Diffusion of Post Crisis Risk Governance Regulation – byShane Magee,Elizabeth Sheedy, andSue Wright — Those countries where shareholder and manager power is strongest (Japan, Switzerland, UK,US,) are least able to implement fundamental reforms.
(From David Polk) – A coalition of proxy advisory firms, including ISS and Glass Lewis, is disputing the requirements in the proposed EU revisions to the Shareholder Rights Directive related to their services, which could take effect in all EU member states.