Corporate governance - Vigil

At P&G, the former finance chief and his handpicked successor are on opposing sides of a boardroom fight over how best to reinvigorate the company, a consumer-products giant that at one time boasted brands in nearly every aisle of the supermarket.

of directors of Fed-supervised institutions1 (i.e., Board Effectiveness (BE) guidance). The proposed BE guidance is the result of a multi-year review by the Fed of existing guidance and practices of boards of directors across supervised firms. It is intended to consolidate and replace existing board supervisory expectations from 27 SR Letters, which include 170 supervisory expectations for boards, with 33 expectations of effective boards. The 33 proposed expectations are categorized into five attributes which the Fed intends to assess a firm’s board of directors, including: (1) setting clear direction for the firm; (2) actively managing information and board discussions; (3) holding senior management accountable; (4) supporting independent risk management and internal audit; and (5) maintaining a capable board composition and governance structure.

A make-whole premium is a contractual penalty a borrower must pay for prepaying a loan. In several recent bankruptcy cases, the court ruled that the debtor triggered its make-whole obligations by voluntarily filing for bankruptcy and thereby accelerating all of its debts. In such cases, the questions then arise whether, and at what level of priority, the make-whole premium is recoverable as a statutory matter from the bankruptcy estate.

Total CEO compensation in the Russell 3000 increased in 2016, marking the seventh consecutive year of growth. The median total compensation for the CEO of a Russell 3000 company was $3,843,380, 5.9 percent higher than in 2015 and 54.8 percent higher than in 2010. In S&P 500 companies, the median total CEO compensation was $11,472,740.

The Cybersecurity (EX) Working Group and the Innovation and Technology (EX) Task Force of the National Association of Insurance Commissioners (“NAIC”), at the NAIC Summer 2017 National Meeting in Philadelphia, approved the Insurance Data Security Model Law (the “Model Law”). This is a significant step in cybersecurity regulation. The Model Law closely parallels the comprehensive and first-in-the-nation New York Department of Financial Services (“DFS”) Cybersecurity Requirements for Financial Services Companies regulation that took effect on March 1, 2017 (the “NYDFS Cybersecurity Regulation”). The Model Law will now be considered by the NAIC Executive Committee and, if approved, will be presented to the Joint Meeting of the Executive Committee and Plenary for final approval. Capitalized terms used and not defined herein have the meanings set forth in the Model Law.

When a former chief executive officer says CEOs are paid too much, you know there's a problem. This is the argument that Steven Clifford, former head of King Broadcasting Co. and National Mobile Television, makes in this week's Masters in Business podcast.

Probably the last thing Uber needs right now is to have anyone recount their recent setbacks, but the company’s quick, Icarus-like fall from grace tells us much about how technology companies going through hyper-growth can go wrong. By 2016, the ride-sharing firm was a segment leader, present in 570 cities worldwide and with 12,000 employees. Yet just since the beginning of the year, Uber’s company culture, marked by “sharp elbows,” has rapidly become a liability.

Billions of devices are being brought online as the Internet of Things develops, creating new vulnerabilities. Here’s how leaders can regain control.

In In re MeadWestvaco Stockholders Litigation (Aug. 17, 2017), the Delaware Court of Chancery dismissed claims against target company directors for breach of the duty of loyalty based on allegations that they had acted in bad faith in approving a merger.

Under Delaware law, controlling shareholders (much like directors and officers) owe fiduciary duties to the companies they control and their minority shareholders. Historically, therefore, controlling shareholders’ transactions with their own companies were subject to heightened “entire fairness” scrutiny, and not the deferential “business judgment” rule review. Nevertheless, the common-law Delaware rules governing controlling shareholders and their companies are sometimes complex and not always intuitive. The following five practical pointers can be gleaned from Delaware case law:

On August 7, 2017, the Office of Compliance Inspections and Examinations (“OCIE”) of the US Securities and Exchange Commission (“SEC”) announced the results of its second cybersecurity examination initiative. [1] This initiative built on the SEC’s 2014 cybersecurity examination initiative (“Cybersecurity 1 Initiative”) but “involved more validation and testing of procedures and controls surrounding cybersecurity preparedness.” [2]

A new public register of listed companies whose shareholders have objected to executive pay will form an important part of the UK government's corporate governance reforms, business secretary Greg Clark has announced.30 Aug 2017

Financial crises and corporate scandals like those involving Enron, Worldcom, or Fannie Mae have triggered increased academic research into the probability of stock price crashes.