Corporate governance - Vigil

In July of 2016, the staff of the Securities and Exchange Commission (“SEC”) determined that H&R Block, Inc. did not, by virtue of its previous adoption of proxy access at the 3-percent/3-year thresholds, substantially implement a shareholder proposal requesting four specific revisions to the company’s proxy access bylaw.

Value Creation Thinking gets you focused on economic returns & reinvestment. Keep your firm innovating with a knowledge-building culture.

Three things to look for.

Each year, the Conference Board’s Compensation Planning Outlook provides a reliable forecast for Compensation and HR professionals across the country. This expert interpretation of original research is essential for any organization looking to ensure that they are able to secure the talent they need to succeed in an increasingly competitive marketplace.

One aspect of mergers and acquisitions that is receiving growing attention is the relevance of privacy issues [1] under U.S. and European Union (“EU”) laws as well as the laws of a growing number of other jurisdictions.

Earlier today, the High Court of Justice ruled that the U.K. government does not have the constitutional capacity to trigger the U.K.’s withdrawal from the European Union without further primary legislation being passed. This decision is likely to delay, potentially significantly, the filing of the U.K.’s Article 50 notice with the European Council, further extending the uncertainty over the timing and the terms of the U.K.’s exit from the European Union (“EU”).

Corporate Secretary has announced the winners of the Corporate Governance Awards 2016. The winning companies and individuals were revealed on November 3 at the Cipriani Wall Street. The awards went to:

On October 31, 2016, Glass Lewis submitted a letter to the SEC in response to an August 25, 2016 request for comment on the disclosure requirements covered under Subpart 400 of Regulation S-K. The items that comprise Subpart 400 generally require disclosure about a registrant’s directors, executive officers, certain security holders, compensation practices

Between 2014 and 2016, European law firm Frank Bold and the Modern Corporation Project at Cass Business School of City, University of London, hosted a global series of roundtables on corporate governance in which we engaged with over 260 practitioners, academics, and regulators.

One of the most influential findings from the law and finance literature is that large-percentage shareholders in public corporations are a response to weak legal protections for public market investors. This theory was initially proposed in La Porta, Lopez-de-Silanes, Shleifer, and Vishny (1998) and has been confirmed and refined by the same researchers and others. The theory serves as a cornerstone for many analyses and recommendations in corporate governance. The belief is that when legal protections for public market investors are weak, stock ownership will be concentrated.

Corporate secretaries should build strong internal relationships across several departments, explains expert

Two job candidates sit a test. One scores 4 out of 10, the other 8 out of 10. It is clear the second candidate is the best person for the job. But are they the best person for the organisation?

On October 18, the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) released five Compliance and Disclosure Interpretations (“C&DIs”) addressing new Item 402(u) of Regulation S-K regarding CEO pay ratio disclosure.

Starting with Lewellen (1968), scholars have examined many facets of the executive compensation plan: salary, annual bonuses, stock and options, pensions, and, more recently, severance pay. A unique component that has largely been overlooked, however, is the signing bonus. Labeled by the media as “golden hellos”, the signing bonus is typically awarded to an executive who is identified by the board of directors as having special skills that are critical for the firm’s success. It is a one-time, upfront award granted when an executive assumes a new post and is arranged separately from the executive’s annual compensation plan.

The EU Market Abuse Regulation, which replaced the previous Market Abuse Directive regime, has been in effect since 3 July 2016. Although there is much in the new regime that is familiar, U.S. issuers that have applied to have securities admitted to trading on European Union Regulated Markets will still need to address a number of detailed differences. U.S. issuers that fell outside the scope of the previous Market Abuse Directive regime because they had applied to have their securities admitted to trading on certain EU multilateral trading facilities face a greater compliance burden. This post outlines the new regime’s implications for affected U.S. issuers, some issues that have emerged since the implementation and methods of dealing with them.

The lifetime achievement Award for the Corporate Governance Awards 2016 has been awarded to Bob Lamm.