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Asian women are overwhelmingly under-represented on corporate boards despite attempts to improve boardroom gender diversity, according to the fifth edition of Deloitte Global’s Women in the boardroom: A global perspective.
The following five questions are designed to help organizations analyze — and maximize — current policies, and put their corporate governance to work.
On May 24, 2017, the SEC for the first time brought charges based on allegations of insider trading on confidential government information. The alleged insider trading scheme involved tips related to three announcements by the Center for Medicare & Medicaid Services (“CMS”) regarding non-public rate changing decisions affecting the stock of issuers in the healthcare industry.
On May 30, 2017, the U.S. Supreme Court strongly reaffirmed the Daimler rule that a corporate defendant is typically subject to general personal jurisdiction only in its place of incorporation and its principal place of business. [1] Ruling 8-1 in BNSF Railway Co. v. Tyrrell, the Court also indicated that any exceptions to this rule will be construed very narrowly. The decision sends a strong message to state courts that the exercise of general jurisdiction based on a traditional “doing business” standard will not withstand the more exacting Daimler rule. However, the Court left open the question whether a corporation’s registration to do business in a state can constitute consent to general jurisdiction, and corporate defendants should expect continued litigation on this issue until the Court resolves it.
Every business era is challenging and tumultuous as you navigate it. Some, often only in retrospect, are clearly different - periods of transition which form the crucible for “creative destruction.” Some firms are lucky. Some instinctively react well. A few anticipate and plan - positioning themselves proactively for success. But most stagnate.
Akio Morita, the legendary founder of Japanese electronics giant Sony Corp., once declared that “America looks 10 minutes ahead; Japan looks 10 years.” In an influential 1991 book called “The Japan That Can Say No,” Morita and his co-author, conservative politician Shintaro Ishihara, alleged that the short-term thinking of U.S. companies would be their downfall. Constrained by shareholders more obsessed with next quarter’s profits than next decade’s market share, American leading businesses would inevitably lose market share to their more far-sighted Japanese rivals.
Pre-announcement preparations for shareholder approvals have become an increasingly onerous process, putting new strains on independent directors and management teams alike. Today, boards prepare early, knowing the robustness of the process will be closely monitored. Responses for various eventualities in which an activist emerges are tested. A smooth rollout, including the official announcement and conference calls, is underpinned by management selling the deal to key shareholders from the get-go.
Spring is in the air, and executive compensation consultants are busy reading a cascade of public filings and proxy advisor reports as we analyze and are asked to predict trends in executive pay in 2017 and beyond.
Republican efforts to water down corporate governance regulations – including those governing the ability of investors to file motions at annual meetings – face opposition not only in the Senate but also from a range of state officials who act as major institutional investors.
The Supreme Court ruled [June 5, 2017] that claims for disgorgement brought by the SEC are governed by a five-year statute of limitations. The Court’s unanimous opinion in Kokesh v. SEC, No. 16-529, slip op. at 5 (U.S. June 5, 2017) (Sotomayor, J.), held that disgorgement, as it is applied in SEC enforcement proceedings, operates as a “penalty” for purposes of the general federal statute of limitations applicable to “actions for the enforcement of … any … penalty.” Under Kokesh, a claim by the SEC seeking disgorgement is thus subject to the same five-year period of limitations as claims by the SEC for civil fines, penalties other than disgorgement, and forfeitures. Kokesh rejected the SEC’s position that claims for disgorgement are subject to no period of limitations at all, and could thus potentially be brought an unlimited number of years after the acts constituting the violation.
CEOs and senior executives of 175 of the United States' largest companies announced Monday that they are pledging their organizations to diversity goals and are forming a committee to ensure they follow through.
Influential proxy firm ISS on Monday turned up the heat on Mylan NV, advising its institutional clients to voice their dissatisfaction with the generic drugmaker's board of directors and its chairman's pay package at its June 22 shareholder meeting.
Welcome to FP Magazine’s latest ranking for Canada’s largest corporations by revenue. Our research includes public firms, private companies, subsidiaries and Crown corporations, making the FP500 the most authoritative survey of Canadian business available.
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The class action settlement is dependent on court approval, and each settlement is dependent on the other
The corporate governance literature has shown a strong link between good governance practices and firm value. The mechanisms, however, that determine the choice of effective corporate governance and board arrangements in a changing global market are not well studied. In our new working paper “Governance Transfer Through Directors’ Foreign Board Experiences,” we examine one such potential mechanism—whether firms learn about corporate governance and board practices from their directors’ foreign board experiences.
In 2016, regulators approved a new rule that imposes fiduciary obligations on broker-dealers and their personnel in connection with the investment advisory services they provide to their customers. The rule is among the most controversial ever adopted in the securities realm—a remarkable fact given that the agency with primary regulatory authority over the U.S. securities markets, the U.S. Securities and Exchange Commission, was not the adopting agency. Rather, the so-called “fiduciary rule” is the product of the Department of Labor, the agency charged with, among other things, administering the Employee Retirement Income Security Act of 1974, or ERISA.
Mattel Inc. is cutting its quarterly dividend by more than half, as new Chief Executive Margo Georgiadis looks to free up money to help the toy maker modernize its brands for the digital world and expand in emerging markets.
In this episode, Michael Kaiser explains why “not all risks are created equal” and outlines a roadmap for today’s boards.
The rapid growth and influence of activist investors has many executives nervously looking over their shoulders. Even large companies are increasingly vulnerable (Exhibit 1). But there is a benefit to be had by those managers with the courage to take as hard a look at their own company’s performance as a performance-minded outsider might. The objective isn’t necessarily for managers to do what activists would do—activists’ performance is mixed, after all (Exhibit 2). Instead, the goal is for managers to examine their own strategy, governance, and operations with an eye to unearthing opportunities to improve performance.
In my article, Toe Hold Collaborations beyond Insider Trading, recently made available on SSRN (forthcoming in the NYU Journal of Law & Business) I analyze the novel practice of investors co-purchasing toeholds (“TH”) and show that this practice can include profit sharing arrangements that distort the parties’ incentives and may lead to inefficient outcomes. With the proliferation of wolf-packing, the incidence of TH collaborations is likely to increase as well.
New research shows more women are being appointed as top lawyers at big US companies – and professionals say a virtuous circle is developing that may strengthen the trend.
The New York Times recently published its coverage of the annual Equilar 200 study, which analyzes the largest pay packages awarded to CEOs at U.S. public companies. The 2017 Equilar 200 marks the 11th consecutive year of a partnership with The New York Times to analyze data on pay awards for these high-profile executives.
The sectoral composition of global saving changed dramatically during the last three decades. Whereas in the early 1980s most of global investment was funded by household saving, nowadays nearly two-thirds of global investment is funded by corporate saving. In The Global Rise of Corporate Saving we characterize patterns of sectoral saving and investment for a large set of countries over the past three decades. We measure the flow of corporate saving from the national income and product accounts as undistributed corporate profits.
Asian women are overwhelmingly under-represented on corporate boards despite attempts to improve boardroom gender diversity, according to the fifth edition of Deloitte Global’s Women in the boardroom: A global perspective.
05 JUN 2017 545 WOMEN ON BOARDS: A COURSE BECOMES A MOVEMENT Re: Paula Davila Martinez (GMP 18) by Margaret Kelley Topics: Boris Groysberg addresses attendees of the HBS Executive Education program Women on Boards.
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Scoop.it!
