Corporate governance - Vigil

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The New York State Department of Financial Services (the “Department”) issued a guidance memorandum on October 11[1] requiring regulated New York-chartered banking institutions to align their incentive compensation practices with the general principles laid out in the Interagency Guidance o

In a decision issued on September 19, 2016, the U.S. District Court for the Southern District of New York ruled that bondholders were entitled to a “make-whole” redemption premium, as opposed to a repayment at par, following a default by the issuer under the related bond indenture. The decision raises important considerations for issuers of debt securities that contain similar provisions.

To instigate a fiduciary’s breach of duty or otherwise participate in that breach constitutes a tort when the action is done purposefully or knowingly and causes injury to the beneficiary of the fiduciary duty. This proposition of accessory liability is well settled in tort doctrine but not prominent in prior scholarship in the United States. To some observers, it was jarring when this component of tort doctrine was applied in recent years to investment bankers who serve as advisors to target boards in M&A transactions.

One striking behavioral regularity often cited as evidence of behavioral biases in the market is investors’ inattention on Fridays. This regularity is explained using the intuition that on Fridays, investors and traders could be preoccupied with the upcoming weekend and, thus, pay less attention to corporate news announcements on that day. Studies investigating this issue reported reduced response to earnings announcements (DellaVigna and Pollet, 2009) and merger announcements (Louis and Sun, 2010) on Fridays.

Portland is getting the ball rolling on reining in out of control pay.

The Securities and Exchange Commission is expected to soon propose a rule regarding universal proxies. At the urging of investors groups, SEC Chair Mary Jo White has made a universal proxy rule an objective of her tenure. But a rider to a spending bill passed by the House and pending in the Senate intends to prevent a universal proxy rule, on the basis that it might increase the frequency of proxy fights and empower special interests. The debate between these positions has so far proceeded despite a dearth of evidence.

This strategic overview for the C-suite provides a road map to help CEOs and directors organize succession planning, integrate it with board responsibilities, and ultimately define it as an ongoing element of business strategy.

Many business people are appalled at the current state of our politics. Few, however, would admit that the “business community” is responsible, in part, for our dysfunctional political culture. And fewer yet may be prepared to think about how business can take steps—in concert with other political actors—to help soothe the distemper.

Over the past two weeks, the Office of the Comptroller of the Currency (“OCC”) has taken two important steps potentially towards the chartering of national trust or special purpose banks focused on FinTech businesses. While clearly of interest to those who may seek a FinTech national trust or special purpose bank, these steps are also important because they reflect a broad interest among regulators in the regulatory implications of FinTech developments. While the U.S. has not, to date, pursued the “sandbox” approach used in some other countries, regulators’ focus on FinTech initiatives may help spur future FinTech opportunities through a reconsideration of some existing regulatory standards to provide additional flexibility for innovation.