Corporate governance - Vigil

Here are 5 tips to engage the upper echelon about the bottom-line benefits. Hint: It's about materiality.

Both Miami v. Comstock (Aug. 24, 2016) and Larkin v. Shah (Aug. 25, 2016) reflect the evolution of recent Delaware jurisprudence toward affording significantly greater deference to directors’ and stockholders’ decisions in non-controller transactions. In both cases, the Delaware Court of Chancery dismissed the plaintiffs’ post-closing actions for damages that were based on claims of breaches of fiduciary duties by the target board in connection with a public company merger. The court found, in each case, that the stockholder vote approving the merger was fully informed; found that the transaction did not involve a controller; applying the Delaware Supreme Court’s seminal 2015 Corwin decision, evaluated the claims under the business judgment rule standard of review; and dismissed the claims at the early pleading stage of litigation.

In any public-company acquisition, the need for shareholder and regulatory approvals creates a window between the date of the deal signing/announcement and the date that the acquirer can close the deal. This window, which is approximately three months on average, introduces the possibility that a higher-value bid will emerge between the signing and the closing.

Diversity in corporate boards is a hot topic. We contribute to the debate on the role of diversity by empirically documenting that greater national cultural diversity in corporate boards leads to lower performance at UK firms accounting for more than 95 percent of the market value of London Stoc

The best boards take an active role in acquiring, accommodating, assimilating, and accelerating new CEOs.

The Bank of Canada today announced that it is maintaining its target for the overnight rate at 1/2 per cent. The Bank Rate is correspondingly 3/4 per cent and the deposit rate is 1/4 per cent.

The pension fund says it intends to finance acquisitions that Lasik plans to pursue in North America and Europe during the coming months

Director tenure, or “board refreshment,” is a corporate governance flashpoint at the moment for institutional investors, boards of directors and proxy advisory firms. One of the top takeaways from the 2016 proxy season, according to EY, is that “board composition remains a key focus—with director tenure and board leadership coming under increased investor scrutiny.”1 Many investors and shareholder activists view director tenure as integral to issues of board composition, succession planning, diversity, and, most of all, independence.