Corporate governance - Vigil

In In re United Capital Corp. Stockholders Litigation, the Delaware Court of Chancery granted the defendants’ motion to dismiss a complaint filed by a former minority stockholder of United Capital Corporation seeking “quasi-appraisal” as a remedy in connection with the 2015 short-form merger under Section 253 of the Delaware General Corporation Law between United Capital and its controlling stockholder. The plaintiff alleged that the notice sent to stockholders in connection with the merger made various omissions, none of which the Court found material to the minority stockholders’ decision of whether to seek appraisal in connection with the merger. Therefore, the Court held that the only remedy available to minority stockholders was appraisal.

In 2016, enterprising software developers sought to create a business entity with a unique governance structure: a leaderless, decentralized venture capital firm that would allow investors to vote on and collectively fund proposals. The Distributed Autonomous Organization (DAO) attracted more capital than its backers had anticipated, becoming the largest crowdfunded project ever with $168 million raised. To participate, investors poured funds into ether, a digital currency designed to facilitate decentralized applications on Ethereum, which is an open source, blockchain-based computing platform. After acquiring ether, investors exchanged it for the DAO’s tokens, entitling them to participate in its governance, profits, and losses.

In our study Say on Pay Laws, Executive Compensation, Pay Slice, and Firm Valuation around the World, which was recently published in the Journal of Financial Economics, we examine changes in CEO compensation and in firm valuation around the adoption of say on pay (SoP) laws in a large cross-country sample of firms.

Automaker says it consents to administrative cease-and-desist order with Securities and Exchange Commission

If 2008 through 2010 were years of tumult and recession in U.S. financing markets, and 2011 through 2015 years of recovery and growth, marked by ever-lower yields and record-setting financing activity even in the face of new compliance regimes, 2016 felt like a tipping point.

Our rights to demand accountability through shareholder action may be stronger than our rights to do so as citizens. Andrew Behar tells us how.

If 2008 through 2010 were years of tumult and recession in U.S. financing markets, and 2011 through 2015 years of recovery and growth, marked by ever-lower yields and record-setting financing activity even in the face of new compliance regimes, 2016 felt like a tipping point. After hitting record lows in the first half of the year, interest rates at last experienced a sustained rise, and the U.S. election results opened the door to major regulatory and legislative changes, including the potential roll-back of portions of Dodd-Frank and the potential roll-out of consensus-fueled fiscal stimulus.

Last year was an active but uneven one in the world of corporate bankruptcy and restructuring. On the one hand, default rates in the U.S. remained at relatively muted levels, with the continuation of low interest rates and strong (if sometimes volatile) capital markets.

In Salman v. United States, decided on December 6, 2016, the Supreme Court upheld a conviction for criminal violations of insider trading laws. The Court, however, declined to adopt the expansive theories of insider trading advanced by the government and expressed skepticism about those theories at oral argument. Salman provides an appropriate occasion to describe what Judge Rakoff referred to as the “topsy-turvy” way in which insider trading law has developed. We trace the evolution of the law up to and including Salman and discuss five potential defenses that exist even after the Supreme Court’s decision.

The latest chapter in the saga of resolution planning under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) unfolded in December 2016 when the Federal Deposit Insurance Corporation (the “FDIC”) and the Board of Governors of the Federal Reserve Syste

One year ago, in its January 2016 Trulia opinion, the Delaware Court of Chancery announced that nuisance settlements would no be longer welcome in Delaware. A lingering question, however, was whether they would be welcome elsewhere. A year later, the data now suggests that they are. Indeed, merger litigation remains extremely common, and claims are frequently brought in an alternative jurisdiction. The implication, unfortunately, is that Trulia alone is not sufficient to solve the “deal tax” problem.