Corporate governance - Vigil

In line with the national picture, weak business investment in Ontario has shifted the burden of economic growth to consumers. The 2017 projected salary increase for non-unionized employees is 2.4 per cent—slightly above the expected inflation rate of 2.0 per cent.

Broker-dealers have secured a pre-Christmas compliance boost: more time during which they will be able to use investment advisers (IAs) to collect security-based information on clients. 

The Securities and Exchange Commission’s enforcement program is highly focused on investment advisers for an obvious reason: they manage more than $67 trillion in assets for approximately 30 million clients. In addition, because the SEC examines a far smaller percentage of investment advisers than broker-dealers, and there is no self-regulatory organization, like the Financial Industry Regulatory Authority, that also regulates investment advisers, enforcement plays a prominent role in sending a message to the investment management industry about the areas of concern to the Commission.

Over the past two decades, there has been a push by the Securities and Exchanges Commission towards more independent mutual fund boards with the intent of improving fund governance. This movement is supported by research that associates independent mutual fund boards with fewer scandals and lower shareholder fees. The industry has heeded the call: from 1996 to 2008, the percentage of fund boards with more than 75% of their seats held by independent directors increased from 46% to 88%.

A few outstanding successes among “macro” funds serve simply to highlight the industry’s struggles

This issue extracts key insights from this year's three-day AICPA Conference on Current SEC and PCAOB Developments. The conference features speeches by, and question-and-answer sessions with, members of the SEC, PCAOB, FASB, IASB, and other professional groups on current accounting, reporting, and auditing practice issues.

On November 28, 2016, the Consumer Financial Protection Bureau issued a compliance bulletin entitled “Detecting and Preventing Consumer Harm from Production Incentives.” [1] The bulletin describes the risk of “significant” harm to consumers posed by incentive programs for employees or service providers that tie compensation to various benchmarks. These benchmarks can include the following:

America’s economic health depends on sustained, long-term investment to support our families and communities and to reinvigorate the economic engine that creates jobs and prosperity. There is no viable model under which either business or government can or should shoulder the responsibility for long-term investment alone; both are required.

Much of the debate in bankruptcy scholarship today centers on the extent to which the law protects stakeholder options. In a new paper, “Beyond Options,” we argue that this focus is misplaced.

In recent years, more attention has been paid to corporate culture and “tone at the top,” and the impact that these have on organizational outcomes. While corporate leaders and outside observers contend that culture is a critical contributor to employee engagement, motivation, and performance, the nature of this relationship and the mechanisms for instilling the desired values in employee conduct is not well understood.

The election of Donald Trump as the next President and the continued Republican control of Congress raise questions as to what changes may be expected at the Securities and Exchange Commission (SEC or Commission) and what may stay the same. Although Mr. Trump has called for a repeal of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd- Frank Act), he has provided few specifics about changes to the federal securities laws and what role he expects the SEC to play, what type of SEC Chair or other Commissioners he is likely to nominate, or how the financial markets would be policed.

Several amendments were made to Section 251(h) of the Delaware General Corporation Law that became effective for merger agreements entered into on or after August 1, 2016. Section 251(h) permits acquisitions of publicly listed Delaware corporations to be accomplished via a tender offer without the need to approve the second-step “squeeze-out” merger at a stockholder meeting if certain conditions are met, including that the acquiror of the tendered shares and its affiliates would be able to unilaterally approve the second-step merger if a meeting were to be held.