Kenju Watanabe: “Control Transaction Governance: Collective Action and Asymmetric Information – Problems and ex Post Policing”

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

Kenju Watanabe: “Control Transaction Governance: Collective Action and Asymmetric Information – Problems and ex Post Policing”

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.

MoFo: “Department Of Justice Official Provides Fresh Guidance on What Constitutes an Effective Corporate Compliance Program”

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: “Cross-Border Investigations Update”

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.