Corporate governance - Vigil

If shareholder proposals on proxy access—that is, the ability of certain large shareholders to have their own slates of nominees to corporate boards included in the proxy materials companies must distribute ahead of their annual meetings—were candidates running for election, they could be thought of as running unopposed. That is, ever since the Office of the Comptroller of New York City (comptroller) launched its proxy-access initiative in the fall of 2014, there has been little public response from the community of public companies and others who do not believe proxy access is good for corporate governance.

Underpinning keiretsu (unique corporate model dependent on close-knit networks of manufacturers, suppliers, distributors and banks that was often built upon a foundation of inter-linking shareholdings) was a corporate culture which placed management and employees as the key beneficiaries of a company, rather than shareholders and other stakeholders – fostering risk-adverse management with a lack of independent oversight. Coupled with a cultural preference for holding on to capital rather than redeploying it, this business philosophy has been a factor in prolonging Japan’s economic stagnation after the Japanese asset price bubble’s collapse in 1991 until now.

Today, WestJet announced it has released EY's executive report on the airline's current reporting procedures as well as practices for a safe and harassment-free work environment for its employees. The report can be downloaded on the WestJet blog.

Based on an extensive data set drawn from U.S. public companies’ filings with the Securities and Exchange Commission, we isolated over 10,000 unique disclosures that were likely to be corporate opportunity waivers. We manually coded a large subset of this group along a variety of dimensions pertaining to the scope, reach, and location of the waivers. In contrast to the conventional wisdom, we estimate that thousands of public corporations have executed waivers, whose terms apply broadly both across both managerial ranks and categorical domains. We thus establish a central empirical fact that is an important baseline for further discussion: Public companies have an enormous appetite for tailoring the duty of loyalty when freed to do so.

Managers from Elliott are said to have met both chief executive Stephen Young and chairman Sir Nigel Rudd in recent months. And the fund has also arranged meetings with other investors in Meggitt.

By now, almost every finance aficionado knows about the problems in the hedge-fund industry. With almost $3 trillion in assets under management, the industry has been bedeviled by complaints of underperformance and high fees. Large institutions that put money into hedge funds are now reversing course, led by endowments and pension funds.

In our new Article, forthcoming in the Journal of Corporation Law, we ask “what worked?” to constrain executive pay during this period, and speculate about what changed to end this regime of (relatively) moderate pay.

Insider trading is a serious form of misconduct and can result in defendants receiving lengthy prison sentences and significant monetary sanctions.  Our working paper, ‘Sanctions Imposed for Insider Trading in Australia, Canada (Ontario), Hong Kong, Singapore, New Zealand, the United Kingdom an