ABSTRACT: This paper explores corporate politics, governance and value in the S&P 500 before and afterCitizens United.
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ABSTRACT: This paper explores corporate politics, governance and value in the S&P 500 before and afterCitizens United.
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
Mr. Koji Miyata, a retired director of Olympus, has set up a web site to collect the names of those employees, ex-employees, and shareholders of Olympus who support the return of Michael Woodford as CEO and President of Olympus.
Here is the English version of the web site, with a separate page with a message to employees from Mr. Woodford, who is still a member of the board of Olympus:
Web site:
http://www.olympusgrassroots.com/en/letter.html
Letter from Mr. Woodford:
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 […]
A new paper by Seth Payne argues that:
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.
From the ACGA website:” On November 17, 2011, ACGA submitted a letter to the Tokyo Stock Exchange (TSE) regarding the Olympus Corporation and its ongoing status as a listed company. Our main points were:
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.