Corporate governance - Vigil

With activism on the rise and today’s business environment growing ever-more complex, board refreshment has become a critical piece of the governance puzzle. Companies that fail to align board composition with their long-term strategy will expose themselves to greater risk in the years ahead. So how can boards manage refreshment effectively?

M&A vastly accelerated in the fourth quarter of 2017, as confidence increased in the likelihood of U.S. tax and regulatory reform...

Starbucks is investing $250 million in benefits and bonuses for employees thanks to the recent tax cuts.

In light of recent events, corporate directors may consider adding an item to the agenda for their next board meeting: the issue of potential sexual misconduct at the company. A recent study indicates that the topic would be new for most public company boards, notwithstanding the fact that it relates to key elements of board-level governance: company culture, tone-at-the-top, risk management, and crisis management.

After over a year of work, which included the review of some 635,450 Form 8-Ks filed by 7,799 public companies from January 1, 2000, to September 30, 2016, we think we know at least one answer to the question in the above title: Informed trading soars! We have just posted our research, which we co-authored with former Columbia Law Professor and now SEC Commissioner Robert Jackson and Robert Bishop, a recent Columbia Law graduate, on SSRN,[1] available here.

In his annual letter to fellow CEOs, BlackRock's Larry Fink offered "a new model of shareholder engagement," in which investors and managers, through continuous dialog, help companies align their interests with society's rapidly changing needs.

FOR more than a decade, equity investors have reckoned that Goldman Sachs was worth more than its Wall Street rival, Morgan Stanley. But on January 17th their opinion was turned on its head.

There is little need for shareholder oversight of executive pay if directors do a good job providing oversight themselves or have strong incentives to do a good job. In this article, we’ll show that there is substantial evidence that directors do a poor job overseeing executive pay and that directors have weak incentives to pursue shareholder interests in executive pay.

This past year has been marked by significant and, in some cases, opposing attitudes and practices with respect to multi-class share structures. We are likely to see some of this churn continue in 2018 as the various market participants continue to define or refine their positions on this issue.

Depuis l’élection de Philippe Couillard, il est constamment question d’austérité. En ce sens, le Québec traverse-t-il, oui ou non, une période d’austérité? Les coupes de 4 G$ imposées par le gouvernement étaient-elles nécessaires ou correspondaient-elles plutôt à la démonstration d’une volonté d’en finir avec ce qu’il reste du modèle québécois?

Laval has called for Quebec to give its cities more freedom, more finance and more power to control cannabis commerce and consumption.

We spoke with Fred R. Pletcher, a partner in the Securities and Capital Markets Group and Chair of the National Mining Group at Borden Ladner Gervais LLP. He advises public companies and underwriters in connection with a broad range of transactions and issues, including mergers and acquisitions, corporate finance, corporate governance, continuous disclosure and general commercial matters.

Two years ago, we explained to clients that the shareholder activism landscape was undergoing significant change. Returns at many of the “brand name” activist funds were down, companies had become savvier at messaging to their investors about why their positions on areas of activist focus were well-founded and, in numerous cases, companies had preemptively taken steps to adjust their strategic plans to be consistent with the approaches that activists would take.

There’s something amiss when a firm £5bn in debt, owing almost £1bn to its pensioners, and with just £29m in the bank is given a clean bill of health

Too often, board minutes are regarded as a routine and even inconsequential part of the board’s proceedings. To that we say: Board members beware.

For years, companies entrusted with the UK’s social needs have failed in their duty

The Tax Cuts and Jobs Act of 2017 introduces significant changes to Section 162(m) of the Internal Revenue Code, which regulates several compensation-related practices in the United States.

NACD to Host Global Boardroom and Cybersecurity Leaders to Elevate Cyber-Risk Oversight Practices