Corporate governance - Vigil

To read influential corporate lawyers, legal academics, and jurists, shareholders are an alarmingly myopic bunch who demand that corporate directors and managers make short-term decisions that sacrifice long-term value. The group receiving the most scolding of late is hedge fund activists. Leo E.

The Responsible Investor Handbook by Thomas Croft & Annie Malhotra provides a 'how-to' manual. We must act to ensure our money is working us, not against us

Corporate law scholars have taken investors’ rational apathy for granted for decades, considering it a necessary evil once ownership is no longer closely held. The traditional explanation is well known: diversified retail investors, who individually hold small fractions of a firm’s equity capital, often lack the financial incentives to monitor management, as they know that their vote probably will not affect the outcome. Since the process of informing and expressing one’s preferences is costly, these investors often choose to refrain from any involvement in the governance of the corporation. For such a shareholder, it is simply economically rational to stay uninformed and not to vote at all.

As we move to a monthly schedule for the publication of our Brexit series, we finally have some idea as to the schedule for the Brexit process. The British Prime Minister indicated in her party conference speech that the UK will begin the exit process and two year negotiation period by the end of March 2017. While this finally provides some clarity on timetable, there remains considerable uncertainty over the terms of Brexit. At the recent meeting of EU heads of state in Brussels, the signals from both sides continue to point towards a so-called ‘hard’ Brexit meaning, inter alia, materially restricted access to the EU market for UK providers of goods and services.

Good morning and thank you, Dean (Trevor) Morrison (of New York University Law School) for that very kind introduction. It is a pleasure to be here today and I want to thank the NYU Program on Corporate Compliance and Enforcement and the NYU Pollack Center for Law and Business for co-sponsoring this program. These programs provide important forums for sophisticated dialogue on critical white collar enforcement issues, which have an increased prominence post-financial crisis. I am honored to join your list of distinguished speakers.

The promotion and advancement of effective governance and corporate secretarial practice in organisations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

Why is it the case that apparently isolated events (e.g., a court decision or a negative report from an environmental organization) sometimes escalate into crises while other times they go almost unnoticed? In new research to be published in the Administrative Science Quarterly, entitled Not All Sparks Light a Fire: Stakeholder and Shareholder Reactions to Critical Events in Contested Markets, we argue that variations in stakeholders’ perceptions of an organization and in their reactions to the initial event explain why, in some instances, negative news spark a social movement opposing the organization escalating into a bigger crisis, while in others they pass almost unnoticed. We analyzed a dataset of more than 51,000 media-reported events describing the interactions between 2,293 diverse stakeholders (including local communities, government representatives, NGOs, suppliers, etc.) and 19 publicly-traded gold mining firms operating 26 mines around the world, to find that:

On October 24, 2016, U.S. authorities announced that Brazilian aircraft manufacturer Embraer SA agreed to pay more than $205 million to resolve violations of the Foreign Corrupt Practices Act’s anti-bribery, books and records and internal control provisions.

On November 7, 2016, the U.S. Securities and Exchange Commission (the “Commission”) overturned an Administrative Law Judge’s (the “ALJ”) initial decision[1] and issued an opinion In re The Robare Group, Ltd., Advisers Act Rel. No. 4566 (Nov.

assessing the progress of women on boards and how to increase the number

Deleveraging is central to capital structure dynamics, yet systematic analysis of the phenomenon is limited to a handful of prior studies that examine changes in average leverage for samples of firms selected to have high and/or recently increased leverage ratios. Having a more complete understanding of the nature and extent of deleveraging is of first-order importance for corporate finance research where the Holy Grail is an empirically credible theory of capital structure. This issue is also important for macroeconomics where there is a need to understand corporate deleveraging in more normal times to have a baseline for gauging its hypothesized major role in generating periods of serious economic torpor such as the Great Depression, Japan’s Lost Decades, and the Great Recession.

Boards and management regularly use key performance indicators or metrics to oversee their businesses. These metrics typically cover financial and operating matters and are specific to each company and within industries. Metrics may be financial or operational, qualitative or quantitative, absolute or relative, or focused on short- or long-term performance.

To date, nearly 300 companies have adopted proxy access bylaws, including over 40 percent of S&P 500 companies. Given the widespread adoption of proxy access by large U.S. companies, it was only a matter of time before a shareholder actually used proxy access. And, on November 10, 2016, activist investor firm, GAMCO Investors (“GAMCO”), became the first investor in the United States to use a company’s proxy access bylaw to nominate a director candidate for inclusion in a company’s proxy materials.

In the approaching Era of Trump, we are likely to see much deregulation, reduced public enforcement, and possibly some curbs on private enforcement.  Corporate compliance efforts may also be downsized, and compliance officials may learn again to defer to the judgment of the entrepreneurs in the corporation’s profit centers.  If a bubble develops in financial stocks (as seems more than possible), some corporate debacles and scandals become predictable.  What defenses do shareholders have in this brave new world?

In Books-A-Million, Inc. Stockholders Litigation (Oct. 10, 2016), the Delaware Court of Chancery dismissed at the pleading stage of litigation the plaintiffs’ post-closing claims for damages relating to a squeeze-out going-private merger with the company’s controlling family.

Election Day brought an end to a long period of uncertainty that caused market fluctuations and delayed business planning decisions.

Good morning and thank you, Dean [Trevor] Morrison for that very kind introduction. It is a pleasure to be here today [Nov. 18, 2016] and I want to thank the NYU Program on Corporate Compliance and Enforcement and the NYU Pollack Center for Law and Business for co-sponsoring this program. These programs provide important forums for sophisticated dialogue on critical white collar enforcement issues, which have an increased prominence post-financial crisis. I am honored to join your list of distinguished speakers.