(Orrick) – “Corporate Governance Features for Silicon Valley and San Francisco Bay Area Public Companies”

(17-page report  Ed Batts, Global Chair of Orrick’s M&A and Private Equity group.)   – ”Corporate governance features have Executive Summary become increasingly prominent for public companies. This has accelerated as economic-oriented activist investors team with institutional investors to serve as catalysts for change. We are often asked by clients in the course of our practice:

What do other companies do?

We thought it would be useful to compare the three primary governance documents – certificate/ articles of incorporation, bylaws and corporate governance guidelines – of Silicon Valley and San Francisco Bay Area publicly traded companies.

We focused on three general areas:
• Board of Directors
• Shareholder Actions
• General Provisions

ICGN’s Public Comment to the FSA’s Follow-Up Council on the Corporate Governance Code and the Stewardship Code

ICGN submitted a response to the call for comments to improve the corporate governance of listed companies in Japan. This includes comment on independent directors, accounting fraud and audit committees, procedures for class actions, translation of disclosure documents and caution around special class ‘Model AA’ shares.