Corporate governance - Vigil

The battle to take control of SVG Capital was a good example of how the UK’s Takeover Panel operates on a pragmatic “principles” basis rather than on a strict rules basis. And it confirmed the importance, and benefits, of participants in UK public takeover transactions discussing their tactics with the Panel prior to announcing any proposals.

Appraisal rights in public M&A transactions have recently garnered greater attention, particularly in Delaware. As a result, more attention is being paid to the possible inclusion of a closing condition protecting the acquiror against excessive use of appraisal rights, and this should lead to careful attention being paid to the negotiation and drafting of any such conditions and related provisions. Discussed below are some of the reasons for this greater attention, and suggestions regarding negotiating and drafting such provisions.

Since the mid-1990s, exchange traded funds (ETFs) have become a popular investment vehicle due to their low transaction costs and intraday liquidity. ETFs issue securities that are traded on the major stock exchanges, and, for the most part, these instruments aim to replicate the performance of an index. ETFs have shown spectacular growth. By mid-2016, they represented about 10% of the market capitalization of securities traded on US stock exchanges.

Also honest-services fraud versus regular fraud, blockchains, stock-market highs and a unicorn battle.

2016 has been the year of the dividend. Fixed income investors seeking higher yields have moved into dividend-paying common stocks, and dividends have replaced earnings as the primary factor determining the movement of stock prices. [1] As a result public corporations have acquired a sizeable body of new shareholders for whom increased dividends are more important than earnings growth.

On November 3, 2016, in an appeal arising out of the 2012 initial public offering (“IPO”) of Facebook, Inc. (“Facebook”), the Second Circuit ruled that standard lock-up agreements between lead underwriters and pre-IPO shareholders in advance of an IPO do not, without more, render those parties a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934.

In Dirks v. SEC, the U.S. Supreme Court ruled against the Securities and Exchange Commission and exonerated securities analyst Raymond Dirks from charges that he illegally passed along insider information garnered from a tipper, Ronald Secrist. Secrist’s tip concerned the existence of a massive, ongoing fraud at his former employer, the giant insurance company Equity Funding. The fraud, which was revealed largely as a direct result of Dirks’ efforts ultimately brought the insurance giant to its knees.