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Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance:
We explore a long standing prediction in the international business literature that managers’ subjective perceptions of political risk—not just the level of risk—are important for how firms manage political risk. The importance attributed to political risk by corporate executives has increased over the last 15 years and our results show that political risk is now considered more important than commodity (input) risk.
Australians view big business, the banks and their politicians as unethical, a far-reaching new study of the nation’s ethics and corporate culture has found.
Last week, news emerged that China had hacked the FDIC on several occasions during the past few years. This revelation renews concerns about the security of America’s financial institutions and comes on the heels of the third bank hacking through the Swift global payments network in the pas
The Antitrust Division of the Department of Justice announced that activist investor ValueAct Capital has agreed to pay a record $11 million fine to settle allegations that it violated the notification requirements of the Hart-Scott-Rodino Act. The settlement highlights two important trends in HSR enforcement: continued scrutiny of activist investors that seek to rely on the “investment-only” exemption to HSR filing requirements; and increased fines for violations of the HSR Act. In addition, the settlement deprives the broader investment community and issuers of potential judicial guidance on the scope of the investment-only exemption, which could have provided welcome clarity, particularly in the area of investor communications with management.
The Handbook of Board Governance does not shy away from the real contests for Power and Accountability. Don't risk being a non-performing asset.
United Continental Holdings Inc (UAL.N) will buy back $2 billion of stock and sell fewer seats than planned, as rivals add flights in excess of demand, pushing down fares, the airline said Tuesday.
SABMiller directors will tomorrow discuss mounting frustration among some of the FTSE 100 brewer’
The primary challenge facing the Securities and Exchange Commission as it once again tackles the issue of board diversity is defining what “diversity” actually means, corporate governance experts
Companies under pressure from shareholder activists and other big investors are increasingly turning to an unlikely source for help: mom and pop.
On June 16, 2016, the US Securities and Exchange Commission (“SEC”) issued a proposed rule (available here), which, if adopted, would result in a revamp of its disclosure requirements for mining company issuers.
In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and the Securities and Exchange Commission (SEC) continue to monitor and update the JOBS Act rules to further achieve this goal. Since its enactment in 2012, the JOBS Act has succeeded in increasing market activity by easing regulatory requirements for smaller companies going public as well as companies raising capital in the private markets.
Financial reports should provide useful information to both shareholders and creditors, according to U.S. accounting principles. However, directors of corporations have fiduciary duties toward equity holders only.
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In a wave of recent cases, judges in Delaware, the state that has pioneered the nation’s corporate laws but holds less than one-third of one percent of the U.S. population, have issued opinions that dramatically curtail the rights of millions of shareholders across the country. For decades, legal scholars have opined that Delaware’s corporate-friendly laws attract droves of corporations with no actual ties to the state to incorporate there, to the detriment of investors. Several recent opinions regarding the effect of so-called shareholder “ratification” further solidify their argument that shareholders’ rights have hit rock-bottom under the stewardship of the Delaware courts, and that the time has come for legislative intervention, including federal regulation of directors’ fiduciary obligations.
Canada's Brookfield Asset Management Inc plans to invest about $1 billion in Indian distressed assets through a joint venture with State Bank of India (SBI). India's largest lender, where banks are battling a record $120 billion of sour debt.
With the 2016 proxy season winding down, it is time for boards, corporate governance and compensation committees, and their advisors to take stock of voting results and consider their implications for board and committee agendas and shareholder engagement efforts in the year ahead. This article provides an overview of key mid-season voting results on:
In countries around the world, governments and regulators are commonly perceived by market participants to offer special protections to the depositors, bondholders, and other creditors of large financial institutions in times of financial distress. A key question is whether these implicit and explicit government guarantees—collectively referred to as “Too Big to Fail (TBTF)”—also protect the shareholders of large financial institutions. In our paper, Equity is Cheap for Large Financial Institutions: The International Evidence, we set out to measure the effect of these implicit shareholder guarantees by closely examining the returns on stocks of large financial institutions.
The primary challenge facing the Securities and Exchange Commission as it once again tackles the issue of board diversity is defining what “diversity” actually means, corporate governance experts
Yahoo is in the process of auctioning off its core search and advertising business
If there is one area where I would like to see improvement in the corporate governance world, it has to be at the corporate board level. While…
While the scale of managing an entire country differs in a number of ways from managing a company, there are lessons the next US president can glean from the CEO transition period.
Research from McKinsey suggests that fewer than 20% of corporate boards have a hand in digital technology strategy.
In my book, Empire of the Fund: The Way We Save Now, just published by Oxford University Press, I examine the challenges to our new system of individual investing. More pointedly, the book is an attempt to consider the possible consequences of a failure of our large national experiment with personal finances.
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