We have received these convenient and short summaries about the different methods for acquiringU.S. public companies for cash from Shearman & Sterling. Simple but pertinent for Japanese companies.
Discussion Forum
Make a new forum entry
11 Key Issues for Boards to Consider in 2011
The Center for Corporate Governance at Deloitte has produced this useful guide for key issues that Boards may want to focus on in 2011 and beyond. Some of them are obvious in a sense, but even if so most are good food for thought, especially things like:
Increased Disclosure About Executive Compensation in Canada
There's lots of focus on increased disclosure about executive compensation in the U.S. , UK and Japan, but we thoughtthese perspectives from Canada might be useful.
The UK’s Scary Bribery Act – Be Careful !
The UK’s Ministry of Justice has distributed well-written guides about the Bribery Act, which is stricter in key areas than the US Foreign Corrupt Practices Act.
Germany’s Commission on the CG Code: Both Women AND International Members
Germany's Commission on its CG Code recommended that supervisory boards not only increase the number of women, but also take the internationality of business into account when appointing board members (meaning, consider appointing more foreigners or persons with foreign experience).
http://bdti.mastertree.jp/f/5k28j4x0
(Readers may wish to refer to the other entries on board diversity and international composition, below.)
Bob Monks on “The Appearance of Reality”- Thought-Provoking
Bob Monks is putting some excellent material on his web site about words that that seem straightforward but whose meanings has become less and less clear to me ….We all know what these words mean in a literal sense but in the context of governance, of business and of our post-crash world do they still mean the same thing?
http://www.ragm.com/blog/The-Appearance-of-Reality-Board-Elections
Where is Japan in the World Bank’s Corporate Governance Assessments?
For that matter, where are most of the developed countries? Where is the US, UK, Germany, and France? Though most of the many countries on the list are developing/emerging markets, that should not excuse the Word Bank from making a comment about the Big Boys. And what about China?
Aren’t More Foreigners Needed on Japanese Boards?
The global trend towards having more women on boards is a healthy one. Women bring a different perspective and common sense to boards and management in general. But in Japan's case, shouldn't diversity also be widened a lot more to include non-Japanese, regardless of gender?
Women on the Board: A Accelerating Trend
In most countries of the world, there is now an increasing consensus that greater diversity on boards is better for companies, markets, and society as a whole. Whether it is in CG codes, rules/laws, or best practice, this is a trend that is bound to accelerate more.
The EC’s “Green Paper” on CG and Remuneration in Financial Institutions
The European Commission's Green Paper on corporate governance and remuneration policies in financial institutions madenumber of significant suggestions, including:
a) limiting the number of board memberships, and requiring greater expertise and qualificationson boards;
b) mandating risk committees and stronger risk management functions;
c) fortifying the legal liability of directors under an expanded duty of care;
d)regulating or restricting stock options; and