Corporate governance - Vigil

IPOs at Nasdaq have raised $191 billion this year through Friday, compared with $109 billion for new listings at the NYSE, according to Dealogic. Nasdaq’s commanding lead with only a few weeks left in 2021 means it is likely to beat the Big Board for the third year in a row.

Chair Gary Gensler signaled once again, and perhaps in the clearest terms to date, his intention to bring greater scrutiny to the private fund industry. During prepared remarks, Chair Gensler indicated that SEC staff are considering changes to practices regarding private fund fees and expenses, side letters, performance metrics, fiduciary duty and conflicts of interest, and Form PF.

This proxy advisor rule was the subject of a vigorous debate during the notice and comment period, and the SEC modified its proposed rule significantly as a result of discussion and feedback from proxy advisors, institutional investors, academics, and others.

Chief technology officer Parag Agrawal takes over as chief executive officer, while Bret Taylor is appointed as chair of the board.

Economists increasingly expect the Bank of Canada to begin raising interest rates as early as April, as employment rebounds smartly, wage growth picks up and inflation remains well above the central bank’s target range.

Dual-class shares and reduced voting rights for shareholders persist in Canada, and those provisions are becoming more popular.

Apollo Global Management Inc. is changing the way it compensates top managers, eliminating carried interest for some of its key executives in favor of bigger stock awards and implementing new rewards to help retain employees.

Co-Presidents Scott Kleinman and Jim Zelter will potentially receive stock awards worth more than a combined $800 million, depending on the New York-based firm reaching certain financial goals, according to a regulatory filing on Thursday. 

The fast-moving frontier of financial innovation can seem an intimidating place. Concepts such as decentralisation, distributed ledgers and symmetric encryption can befuddle the outsider. Scholars and regulators may therefore have been relieved to spot parallels between the burgeoning world of stablecoins—digital tokens that are pegged to an existing currency or commodity—and America’s free-banking era of the 19th century. Indeed, recent discussions about stablecoins have sparked a lively debate around the history of privately issued money.

Whether a flood has wiped out the unworthy is a critical question for investors in special purpose acquisition companies (spacs). These are blank-cheque vehicles that raise capital through initial public offerings, after which their sponsors hunt for private firms to take public via mergers. Although spacs have been around for decades, they were once niche affairs. Their structure was costly for investors, and companies mostly avoided them.

On November 5, 2021, the Supreme Court of British Columbia upheld the validity of a written shareholder consent resolution (the Consent Resolution) to remove and replace five independent directors of RCI in the absence of a shareholder meeting. Rogers v. Rogers Communications Inc. 2021 BCSC 2184 demonstrates that British Columbia courts will give effect to a consent resolution executed by a holder or holders of sufficient voting shares to replace directors of a public company, even if doing so would seem inconsistent with current corporate governance trends and concepts of shareholder democracy. 

Dodge v. Ford is one corporate law’s iconic decisions, regularly taught in law school and regularly cited as one of corporate law’s core shareholder primacy decisions. Ford Motor slashed its dividend in 1916 and minority stockholders—the Dodge brothers—successfully sued Ford Motor Company for a big dividend payout. Ford had justified skipping the dividend because he sought to do well for employees and America’s car buyers, with corporate profits a secondary motivation. The court largely rejected Ford’s justifications for holding back the dividend.

In tech, there is often a visionary premium and it is at least somewhat justified. Tracking public companies’ performance over 25 years, Bain & Co. found the companies that best maintained profitable growth over the long term were disproportionately those at which the founder was still running the business, was still involved or where the founders’ operational focus was still in place.

Previously, the SEC allowed a company to exclude a shareholder proposal if the company demonstrated that it did not have social or ethical significance for the company. Now, a company will need to demonstrate that the proposal does not raise significant social or ethical issues with broad societal impact.

Although the United States inherited its common law legal system from the United Kingdom, the U.S. securities class actions jurisprudence is well advanced of the development of this area of law in the United Kingdom. With the first major collective action just occurring in 2013, it is easy to understand why the case law surrounding this small but significant area of law has not had as much time to develop as it has in the United States.

In 2020, we saw a distinct shift in the cyber threat landscape, with ransomware becoming the most significant cyber security threat faced by organisations.

For the 20th year in a row, Report on Business has rated the work of Canada’s corporate boards using a rigorous set of governance criteria designed to go far beyond minimum mandatory rules imposed by regulators

The sun will set this week on the special voting rights held by the four founders of Alimentation Couche-Tard.
, leaving the Canadian convenience store giant more exposed to investor pressure than ever before. Its fate will be closely watched by both critics and defenders of dual class share structures.

Larry Fink, BlackRock Inc.’s chief executive, has shaken up the corporate world. The head of the world’s largest asset manager has demanded companies in its portfolios prove they have a plan to deal with a global economy headed to net-zero carbon emissions.

SPACs, sometimes referred to as “blank check companies,” raise capital through traditional initial public offerings (IPOs) with the ultimate goal of funding the acquisition of private companies. SPACs are created by “sponsors”—frequently private equity or venture capital firms—that typically assemble the SPAC’s management team. Participants in a SPAC IPO generally receive “units” consisting of one common share and a fraction of a warrant to purchase an additional common share at a specified exercise price. SPACs must file registration statements in advance of their IPOs, but at the time of the offering, SPACs have not yet identified, and therefore do not disclose their acquisition targets in their registration statements. The registration statements do, however, state that the SPAC is formed to locate a private company merger or acquisition candidate in a specific industry.

In june the imf made the latest of many calls from economists for a market-oriented policy to tackle climate change. “Carbon pricing...is the least-cost option to deliver deep emission cuts,” it argued in a paper written ahead of a meeting of the leaders of the g20 group of large economies. Carbon taxes, as this newspaper has long argued, can be a powerful way to force polluters to pay for the harm they do to the environment by burning fossil fuels.

Les réactions réflexes des pays qui restreignent les mouvements des travailleurs du transport international face au variant Omicron exposent la chaîne logistique mondiale à un risque accru d’effondrement, ont mis en garde vendredi des organisations et syndicats représentant les transports routier, aérien et maritime.