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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:59 AM
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Good corporate governance practices would have provided a firm support for the goodwill and enthusiasm of the shareholders and directors to endure even
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Institut sur la gouvernance (IGOPP)
January 23, 2017 9:56 AM
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More than ten years ago, Mark Roe summarised core problems and key institutions of corporate governance. He identified three core problems: managerial agency costs, dominant shareholders and corporate legitimacy. The key institutions were more numerous. Roe discussed, among other things, the role of markets, the board of directors, coalescing shareholders and capital structure. Lately, activist shareholders have been hailed as a novel key player to achieve better corporate governance. In my paper, I review Roe’s core problems of corporate governance and his shareholder-related institutions aiming at an understanding of the role activist shareholders could fill.
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Institut sur la gouvernance (IGOPP)
January 23, 2017 9:54 AM
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The impetus for the September 20 Governance Center universal proxy card roundtable was the SEC’s February 2015 roundtable and Chair Mary Jo White’s June 2015 speech to the Society for Corporate Governance.
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Institut sur la gouvernance (IGOPP)
January 23, 2017 9:48 AM
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Rules requiring publicly traded companies to disclose what they are doing to increase the representation of women on corporate boards are now in effect in Alberta, but some say more may need to be done to significantly increase the number of female directors in the province.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:47 AM
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The U.S. Securities and Exchange Commission is investigating a previously disclosed data breach at Yahoo, the company said in a filing.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:46 AM
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Corporate governance has a wide scope but broadly it refers to the mechanisms, processes and relations by which companies are directed and controlled. Adopting both effective and efficient governance practices at the corporate level has become a priority.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:46 AM
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Morgan Stanley gave its chairman and CEO, James Gorman, a 7% raise for 2016, while Goldman Sachs Group Inc. cut stock awards for several executives but didn't disclose compensation for its top executive Lloyd Blankfein.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:44 AM
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A public debate on a cap to high wages is both possible and desirable
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:42 AM
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Issue Briefing: Ending Executive Pay
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Institut sur la gouvernance (IGOPP)
January 20, 2017 10:40 AM
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Currently Freshii is in the market with an initial public offering where the insiders will own shares that carry 10 votes and now Fairfax Africa Holdings Corp. is embracing that model
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:40 AM
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Cyber resilience and cyber risk management are critical challenges for most organizations today. Leaders increasingly recognize that the profound reputational and existential nature of these risks mean that responsibility for managing them sits at the board and top level executive teams.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:38 AM
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This article is the second in a three-part series. Click here to read Olshan’s review of activism in 2016. Olshan’s look ahead at activism in 2017 will be published later this week.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:37 AM
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2016 was a precedent-setting year for the Foreign Corrupt Practices Act (“FCPA”). After several years of consistent enforcement numbers, the Department of Justice (“DOJ”) and Securities and Exchange Commission (“SEC”) produced what arguably is the most significant year of enforcement in the statute’s 39-year history. With 53 combined enforcement actions, more than $2 billion in corporate fines levied by U.S. enforcers and billions more by foreign regulators in coordinated prosecutions, early returns on the DOJ’s FCPA Pilot Program, and an increasingly clear intersection between the FCPA and Dodd-Frank’s whistleblower provisions, there is much to discuss.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:59 AM
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:55 AM
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Last year, an investigation into activist shareholders — individuals or groups that use their equity stake in a corporation to effect change — found that “activism often improves a company’s operational results — and nearly as often doesn’t,” as noted by APICS. The study analyzed 71 activist campaigns and activist investors like Nelson Peltz, whose …
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:54 AM
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How Good Is Your Governance
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:47 AM
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Releasing your company's diversity statistics can help you recruit better talent and create a more equal workforce.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:47 AM
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Corporate managers, by and large, are skeptical of shareholder proposals. A shareholder proposal, placed in the proxy statement by an activist shareholder, allows shareholders as a group to vote on a change in the company’s bylaws or advise management to alter company policies. Managers routinely resist expanded use of shareholder proposals, both through organizations that seek to influence regulations such as the Business Roundtable, and by seeking to omit individual proposals from the company’s proxy statement using the SEC’s no-action letter process.
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:46 AM
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The Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization for broker-dealers, brings about 1,500 enforcement actions a year. Often lost in the volume of actions, however, are the ones that merit particular attention because of the size of the fines imposed. We briefly describe the actions that resulted in fines (or in a few cases restitution) of $1 million or more in 2016 and five lessons that emerge from these cases.
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Institut sur la gouvernance (IGOPP)
January 23, 2017 9:45 AM
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Here is our annual list of hot topics for the boardroom in the coming year:
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Scooped by
Institut sur la gouvernance (IGOPP)
January 23, 2017 9:44 AM
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Yahoo said in a November 2016 quarterly filing that it was ‘co-operating with federal, state and foreign’ agencies, including the SEC, that were seeking information and documents about a ‘security incident and related matters’
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:40 AM
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The hedge fund was one of 10 firms that settled charges with the SEC after having allegedly received compensation from pension funds within two years of making political contributions
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:40 AM
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If Freshii is set to become the year’s first initial public offering, we now know who is expected to win the award for the second IPO of 2017
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:38 AM
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World Economic Forum debate hears how fight to make companies ‘pay their fair share’ is being undermined by race to cut corporation tax rates
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Scooped by
Institut sur la gouvernance (IGOPP)
January 20, 2017 10:38 AM
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The business judgment rule (Rule), the most prominent and important standard of judicial review under corporate law, protects a decision of a corporate board of directors (Board) from a fairness review (“entire fairness” under Delaware law) unless a well pleaded complaint provides sufficient evidence that the Board has breached its fiduciary duties or that the decision making process is tainted, such as with a lack of independence or interestedness. [1] Yet, anyone who has had the opportunity to teach corporate law understands how difficult it is to provide a compelling explanation of why the Rule is so important.
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