Corporate governance - Vigil

Alberta's provincial debt is growing but remains ``manageable,'' despite criticism from credit rating agencies following last week's budget, Alberta Financ

Clifton S. Robbins, chief of Blue Harbour Group, is already known as the nice-guy activist investor. Now he’s trying to be the socially conscious one.

It’s an honor to be here with you today [March 7, 2017], and I am grateful for the opportunity to share our perspectives on corporate governance.

A systematic approach to new-director onboarding can give direction to what otherwise might seem a flood of information. New directors can accelerate their onboarding by focusing their learning on four core areas: understanding the environment in which the organization operates, learning about the organization itself, becoming familiar with boardroom practices and dynamics, and clarifying individual roles and responsibilities. This resource center and corresponding onboarding handbook are organized by those four key cornerstones, offering new directors insights into how they should conduct their responsibilities and how boardrooms operate.

Despite Dodd-Frank’s stated intentions to make “too-big-to-fail” banks a thing of the past, investors and policymakers believe that many big banks are still too big to fail. This issue has come up repeatedly in economic discussions in Congressional hearings, and among senior policymakers in the United States and Europe. In recent work, we propose a solution to the too-big-to-fail problem that can be implemented with minimal or no additional regulations, only the intervention of corporate board members and institutional investors in these big banks.

Of the nearly 6,000 U.S. firms that conducted initial public offerings between 1980 and 2008, 38 percent became merger bidders within three years after the IPO and 12 percent became takeover targets. It is important that investors understand these developments, given how often post-IPO M&A activity occurs and how much it can affect the value of companies.

In Energy Transfer Equity L.P. Unitholder Litigation (Mar. 1, 2017), the Court of Chancery denied the parties’ cross-motions for summary judgment, and ruled that the plaintiffs’ challenge to the General Partner’s issuance of convertible units to certain (but not all) unitholders, in exchange for their common units (the “Issuance”), required development of a full factual record at trial. The principal issues to be determined, according to the court, were: (i) whether the Conflicts Committee approval of the Issuance was effective (in which case claims of impropriety would be barred) and (ii) whether, in any event, the Issuance was a “distribution” under the partnership agreement (in which case it would have been prohibited, as the agreement provided that all “distributions” must be made pro rata to all the unitholders).

PulteGroup has hired Todd Sheldon as the Atlanta-based company’s new executive vice president, general counsel and corporate secretary.

On February 8, 2017, the Fraud Section of the U.S. Department of Justice (the “DOJ”) published a guide for companies called “Evaluation of Corporate Compliance Programs” (the “Guidance”). The Guidance is composed of common questions that the DOJ asks when evaluating a company’s compliance program. While the Guidance questions are largely based on familiar sources, such as the United States Sentencing Guidelines and the “Principles of Federal Prosecution of Business Organizations” in the United States Attorney’s Manual, [1] the questions provide a greater degree of detail and insight into the DOJ’s process for evaluating compliance programs.

On Monday, March 13th, BlackRock released its engagement priorities for 2017-2018 to help prepare directors and management teams to engage with its Investment Stewardship team over the coming year. BlackRock reiterated its preference to engage privately with companies in a constructive manner, but also reminded companies that it will vote counter to management recommendations when appropriate.