Corporate governance - Vigil

Two years ago, the Second Circuit Court of Appeals dealt the government a stinging defeat in United States v. Newman, an insider trading case that the government stated “will dramatically limit the Government’s ability to prosecute some of the most common, culpable, and market-threatening forms of insider trading,” and that “arguably represents one of the most significant developments in insider trading law in a generation.” After the government failed to persuade the Supreme Court to grant its petition for certiorari, it appeared that Newman, decided by a court that has been described as the “Mother Court” for securities cases, would become the law of the land.

A substantial rise in wage inequality in the United States and other developed countries has garnered significant attention in the media and among policy circles. Economists have argued that rising inequality is a consequence of technology adoption.

We recently published a survey of corporate governance practices adopted by companies in their IPOs. Our survey concluded that IPO companies continue to adopt charter provisions such as a classified board or dual class stock that can be viewed as having an anti-takeover impact, without any noticeable impact on valuation or marketing.

Equity-based compensation has interested business leaders, regulators, and researchers for decades, and remains a significant but controversial form of executive compensation. On the one hand, stock options and stock awards align the interests of managers and shareholders at a fundamental level—directly associating compensation to changes in shareholder wealth.

For a second year, proxy access was the preeminent theme during proxy season, with over 200 resolutions filed—reportedly the most ever seen in any shareholder proposal category in a given year. As a result of negotiated withdrawals and voluntary adoptions, over 250 companies had established access rights by the end of June—seven times as many as a year ago—setting the stage for a continuation of private ordering in the years to come

During the 2016 proxy season, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) granted no-action relief to 36 issuers with regard to proxy access shareholder proposals on the ground that they had substantially implemented the proposal under Rule 14a-8(i)(10). [1]

Microsoft CFO Sells Shares, Stocks: MSFT, Bill Gates,T Rowe Price Equity Income Fund,Steven, release date:Aug 10, 2016

A Delaware bankruptcy court has invalidated a lender’s attempt to prevent a borrower from filing bankruptcy by having the borrower amend its operating agreement to require unanimous consent among its members to file bankruptcy and then issuing one “golden share” to the lender.