Corporate governance - Vigil

Numerous academic studies present evidence that hedge fund activism campaigns can lead to both short- and long-run improvements in the values of target firms. Despite this evidence, managers of target firms do not typically embrace the appearance of an activist, perhaps because dealing with activists is time consuming and can lead to disruptive operating changes or even takeovers. In our paper, Hostile Resistance to Hedge Fund Activism, available on SSRN, we examine defensive actions that target firms take in response to activism. We find that most actions taken to resist hedge fund activists, such as poison pill adoption, are identical to actions firms take in response to takeover threats.

Good morning and thank you for that very kind introduction. It’s a pleasure to speak with you all today. Before I start, I must give our standard disclaimer that the views I express today are my own and do not necessarily reflect the views of the Commission or its staff.

Corporate ownership structure with a controlling shareholder is prevalent throughout the world. According to one study, more than two-thirds of all publicly-traded companies in East Asia have a controlling shareholder. Even in the US, not only do some of the largest public companies, such as Walmart, Ford, and Berkshire Hathaway, have controlling shareholders, concentrated ownership using dual class stock has become popular recently, as evidenced by the successful initial public offerings of companies, such as Google and Facebook.

Commission offering to pay as much as $5-million for tips that lead to successful prosecutions

In mergers and acquisitions transactions with privately-held target companies, transacting parties will often agree to make payments to the target shareholders contingent upon some post-closing events.  One frequently used mechanism is an earnout.

I am writing on behalf of the Council of Institutional Investors (CII), a nonpartisan, nonprofit association of employee benefit plans, foundations and endowments with combined assets under management exceeding $3 trillion. Our member funds include major long-term shareowners with a duty to protect the retirement savings of millions of workers and their families. Our associate members include a range of asset managers with more than $20 trillion in assets under management. [1]

Is an investment banker who gratuitously shared confidential merger-and-acquisition information with his brother—with no expectation of receiving any tangible benefit in return—guilty of securities fraud? And is the investment banker’s brother-in-law jointly liable for trading securities on the basis of what he knew to be gratuitous tips? The Supreme Court is poised to consider these questions on October 5, when it hears argument in Salman v. United States. It has been thirty-three years since the Court decided Dirks v. Securities and Exchange Commission (1983), the precedent that established a “personal benefit” test for joint tipper-tippee liability under the federal securities laws.

In corporate America, women fall behind early and keep losing ground with every step.

On September 8, 2016, the Board of Governors of the Federal Reserve System (Federal Reserve), the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC) issued the joint report (Report) on bank activities and investments required by Section 620 of the Dodd-Frank Act. The purpose of the Section 620 Report is to identify bank activities and investments that could pose a threat to the safety and soundness of banking entities and the U.S financial system.

Our paper examines the relation between political connections and informed trading by corporate insiders within the context of the 2007-2009 Financial Crisis. The unprecedented magnitude of government intervention during the Financial Crisis, the substantial impact of the intervention on firm value, and the political nature of the intervention provide a powerful setting to examine the relation between political connections and informed trading.

Registrants, particularly those involved in highly regulated industries, frequently must determine whether and when a government investigation and related pending or threatened litigation must be disclosed in its periodic reports filed with the Securities and Exchange Commission (“SEC”).

Cybersecurity threats pose real challenges for any company, including the theft of valuable intellectual property and the reputational harm caused by losses of customer information. Attendant to the operational and financial challenges associated with cybersecurity threats, SEC reporting companies must also consider their disclosure obligations resulting from the risk or occurrence of data breaches or other cybersecurity events.