Category: Law

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.

(Major study on the shift in Japan from true owners exercising a voice, to voiceless cross-shareholdings in the post 1960 perior. ByJulian Franks, London Business School, CEPR and ECGI;Colin Mayer,University of Oxford, CEPR and ECGI; andHideaki Miyajima,Waseda University, WIAS and RIETI.)

By Stephen Givens* PROLOGUE This essay grew out a presentation I gave, as one of several foreign legal academics working in Japan, on the theme “Key Words for Understanding Japanese Law.” Of course I recognized from the outset that reducing the essence of a legal system (or any other complex phenomenon) to a single “key word” would entail a loss of nuance. But I thought (and still think) the assigned theme was a fair and valuable one. After all, cartoons and caricatures can be illuminating.

No criminal charges, but strict liability, big fines, and liability for bribes of private companies as well as public officials. — Under the new rule, there are administrative and judicial sanctions. Fines are between 0.1 percent and 20 percent of a company’s gross revenue from the prior year. If gross revenue is not known, fines are between $3,000 and $30 million. The payment does not exempt a company from paying losses generated to the government as a consequence of its wrongdoings.

Acquisitions of minority equity stakes in Japanese publiclytraded companies are attracting greater interest from investors,whether as passive investments, strategic acquisitions, or asfirst-step purchases towards a future business combination….

A former Bridgestone executive agreed to plead guilty to conspiring to fix prices for auto parts, a day after a grand jury indicted another executive and two former workers.

http://www.bloomberg.com/news/2014-04-16/bridgestone-executive-to-plead-guilty-in-price-fixing-case-1-.html

LONDON, April 17 (Reuters) – ”Drugmaker GlaxoSmithKline – hit by bribery claims in five countries – is to employ hundreds more doctors as members of staff as it seeks to build a new sales model designed to eliminate sharp marketing practices.

Following a decision to cut commercial ties with outside doctors, GSK expects to increase its in-house team of physicians by 10-20 percent over the next year or so from around 1,500 at present, Chief Medical Officer James Shannon told Reuters.

The authors state that the purpose of the publication is to “illustrate how bribes are paid in practice, based on legal cases and realistic experiences.” They go on to describe why they took the time and effort to compile 46 pages of bribery scenarios: “to help individuals and companies anticipate, recognize, avoid and resist bribery.” The authors, based on my experience, accomplish both goals.

http://richardbistrong.blogspot.jp/2014/04/how-to-bribe-by-transparency.html

Client Alert by Davis Polk, containing many lessons to be learned regarding FCPA compliance and enforcemnt.(By Paul T. Friedman, Stacey M. Sprenkel and Tiffany A. Rowe)