Corporate governance - Vigil

Audit committees are responsible for oversight of a company’s financial statements and evaluating the integrity of the financial statements. They also hire and oversee external auditors in order to assess the quality of the audit, as well as select or recommend the retention of the audit firm.

The Investment Association (IA)—the leading trade association for trust and fund managers in the UK—has written to the chairs of remuneration committees in the FTSE 350 to outline changes to its Principles of Remuneration (“the Principles”). The latest guidance emphasises the IA’s attempts to

At a time when a group of leading U.S. corporate executives promotes “Commonsense Principles of Corporate Governance,” it is apt to remark that one of the most commonsense governance ideas is that blind conformism and acquiescence are as bad for board members as ill-motivated divisiveness and litigiousness. Policy makers, scholars and practitioners around the world seem to agree that a diverse board, able to express different perspectives and challenge stereotypes, is desirable. This insight has prompted discussions around rules ranging from proxy access in the U.S., to co-determination in Germany and other European jurisdictions, and to list voting in Italy.

Volkswagen's supervisory board will hold an extraordinary meeting on Friday to consult on a wide-ranging restructuring of the carmaker, two supervisory board sources told Reuters on Wednesday.

Thank you, Michael [Barr], for that kind introduction.  Thank you also to the University of Michigan and the Office of Financial Research for organizing this important conference.  I am pleased to be here with you today.

In today’s environment, with annual Say on Pay (SOP) votes, intense external scrutiny and the need to strongly align pay with performance, it is increasingly important for companies to be confident in their executive pay program

Nguyen v. Barrett (Sept. 28, 2016) highlights yet again the Delaware courts’ recent narrowing of the circumstances under which plaintiffs can be successful in challenging M&A transactions–in this case, in the context of post-closing disclosure claims. Further, for the first time, the court has articulated the higher burden to a plaintiff in bringing a disclosure claim in a post-closing damages action as compared to a preclosing injunctive action and has stated that disclosure claims should be brought pre-closing, not postclosing.

My prior article on crowdfunding took a comprehensive look at crowdfunding’s evolution and its place in the entrepreneurial finance landscape. [1] I concluded that while crowdfunding could well turn into a “market for lemons,” in which bad startups seek dumb money as a last resort, this did not have to be the case.

The efficiency of dual class share structures is controversial, and whether to allow them is a difficult choice. Though much has been written about this topic, no comprehensive picture of dual class structures’ governance effects has emerged.

In recent years, the application of a “conscious avoidance” or “willful blindness” theory as the basis of attorneys’ liability for clients’ criminal conduct has been on the rise. In principle, this standard—commonly referred to as the “ostrich” theory—allows an attorney with no actual knowledge of a client’s wrongdoing to be held liable for providing legal services if the attorney suspected criminality on the client’s part and took deliberate steps to avoid learning the truth. In practice, however, the standard may be enforcing an ill-defined duty to investigate red flags in situations where the ethical rules governing attorneys would find misconduct only if an attorney had actual knowledge of a client’s criminality.

ECGI's Working Paper Series 

Shareholder value creation from hedge fund activism occurs primarily by influencing takeover outcomes for targeted firms. Controlling for selection decisions, a

I am pleased to be here with you today [October 28, 2016]. This conference is a vital opportunity to discuss some of the forces shaping financial markets and regulation.

Over the last two decades corporate social responsibility (CSR) has become a mainstream business activity. Companies have increasingly integrated environmental, social, and governance (ESG) aspects into their market and non-market strategies (The Economist, 2008)

[On October 27, 2016], ISS released its key draft proposed proxy voting policy changes for the 2017 proxy season. ISS is seeking comments by 6:00 p.m. EDT on November 10, 2016. ISS proposed policy changes, questions for comment and details around how to participate in the comment process are available here. Its final 2017 policies are expected to be released during the second week of November, and will apply to meetings held on or after February 1, 2017.