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On June 23, 2016, the UK electorate voted to leave the European Union. The referendum was advisory rather than mandatory and does not have any immediate legal consequences. It will, however, have a profound effect. With any next steps being driven by UK and EU politics, it is difficult to predict the future of the UK’s relationship with the EU. This post discusses the process for Brexit, the alternative models of relationship that the UK may seek to adopt, and certain implications for the capital markets, mergers and acquisitions, contractual disputes and enforcement, anti-trust, financial services and tax.
Xerox has agreed to appoint a top lieutenant of Carl Icahn to its board as the company prepares to split into two, according to a person familiar with the matter.
Judge rules that the company is too late in their insolvency for another lawyer to be recognized in case despite 32-per-cent drop in pensions
Considering the growing amount of capital available to established activists and new entrants, the trend for increasing shareholder activity in the US and
Xerox tapped insider Jeff Jacobson to lead its core copier and printing business after the company’s split later this year, leaving the top job at its namesake business in familiar hands.
Following the 2008 financial crisis, more and more countries have begun to embrace whistleblower protections as a tool to change corporate cultures. Such provisions may give whistleblowers the protections they need to raise their voices, and draw attention to undesired and sometimes even illega
Considering the growing amount of capital available to established activists and new entrants, the trend for increasing shareholder activity in the US and globally is likely to continue. This post reviews the first phase of an activist’s campaign and perhaps the most important component of any activist investment strategy: how activists go about identifying undervalued and attractive target companies.
On May 2, 2016, at the second annual Consensus conference in New York, Delaware Governor Jack Markell announced his support for the creation of a new method of representation of corporate share ownership. In addition to traditional certificated and uncertificated shares, all Delaware corporations (including a majority of the Fortune 500) will soon have the ability to issue shares using the same technology that underlies the virtual currency Bitcoin. The announcement is part of the Delaware Blockchain Initiative, a groundbreaking new project seeking to clarify the state’s law and welcome the blockchain industry into the state.
An exit vote yesterday, June 23, 2016, will confront many companies with a host of challenges. Our presentation, available here, discusses the immediate legal questions firms will need to examine:
The CEOs of major Richmond-based, publicly traded companies generally saw their pay improve in 2015, though only a few came close to earning as much as the $10.4 million median pay that went to the typical CEO of Standard & Poor’s 500 companies in 2015.
Companies are making good progress in complying with the Tokyo Stock Exchange's corporate governance principles, but the proof will be in the pudding.
UK voters' surprise decision to leave the European Union roiled markets on Friday, but hedge funds appear to have avoided crippling losses, according to market data and people familiar with fund performance.
Volkswagen's (VOWG_p.DE) top shareholders closed ranks behind management on Wednesday, defying a torrent of criticism from smaller investors about the German carmaker's emissions test cheating and its response to the scandal.
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Studies have shown that firms benefit from corporate boards comprising men and women. Yet in 2014, women’s share of board seats in developed economies averaged 16.7 percent, varying from 3 percent in Japan to 19 percent in the US, and 30 percent in France. There is a gender glass ceiling in board representation. But women can overcome it, and some do.
As more chief executives weigh in with their thoughts on a host of social issues, a survey of U.S. adults finds while there is some benefit to a company whose top executive takes a stand, support grows when the issue being discussed has a bearing on the company’s business.
Activist short-seller Glaucus Research Group says it's planning to target Japan Inc. The U.S.-based investor is investigating a couple of Japanese companie
In her new book, Jill Griffin says two routes are your best best: in-demand skills or subject-matter skills
The Delaware Supreme Court’s recent decision in Singh v. Attenborough (May 6, 2016, en banc, “Zale III”), written by Chief Justice Leo E. Strine, Jr.
In our article, The Value of Creditor Control in Corporate Bonds, recently published in the Journal of Financial Economics, we introduce a measure that captures the premium in bond prices that is due to the value of creditor control. We estimate the premium as the difference in the bond price and an equivalent synthetic bond without control rights that is constructed using credit default swaps (CDS) contracts. The main insight for the methodology is that CDS prices reflect the cash flows of the underlying bonds, but not the control rights. The premium we introduce captures the marginal value of control in a bond until the bond matures or—in the case of a payment default or bankruptcy—until the CDS contracts for that issuer settle, and hence is a lower bound for the control premium.
For months now, the Securities and Exchange Commission (the “SEC”) has been warning—in speeches by commissioners and senior staff, at conferences, and in comment letters to companies—about growing misuse of non-GAAP financial measures (“NGFMs”). On May 17, 2016, the SEC’s Division of Corporation Finance released new and updated Compliance and Disclosure Interpretations (“C&DIs”) on the use of NGFMs that demonstrate the SEC’s tightening policy. The C&DIs challenge practices that were previously considered permissible and indicate various types of practices that will likely prompt SEC scrutiny.
In a referendum held in the UK on June 23, 2016, a majority of those voting voted for the UK to leave the EU. This post briefly summarizes some of the main legal implications of the “leave” vote and is primarily for the benefit of those outside the UK who have not followed the referendum campaign in detail.
The U.S. Securities and Exchange Commission (the “SEC”) proposed last week to replace completely its disclosure requirements for SEC-registered companies engaged in mining activities.
Global auto makers suggested they would have to re-evaluate U.K. investments following Britons’ startling vote to leave the European Union, raising the possibility of production moves and job cuts.
Founder of 30% Club describes multi-prong strategy used to increase female representation on boards and new efforts targeting fund management and executive committees Click here to edit the content
George Soros, Leon Cooperman and other top investors confidently predicted that Britain would remain in the E.U. Now they’re proceeding with caution.
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