Corporate governance - Vigil
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SEC Guidance and Non-GAAP Measures

X`On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations (CDIs). This action follows a series of speeches by SEC Chair Mary Jo White and SEC senior staff members, and an uptick in comment letter activity, all focused on what a member of the SEC staff described in one speech as a “troubling increase over the past few years in the use of, and nature of adjustments within, non-GAAP measures by companies.”
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June 13, 2016 9:58 AM
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Accounting for Rising Corporate Profits: Intangibles or Regulatory Rents?

Accounting for Rising Corporate Profits: Intangibles or Regulatory Rents? | Corporate governance - Vigil | Scoop.it
Profits are up. Operating margins for firms publicly listed in the US show a substantial and sustained rise (see Figure below). Corporate valuations are up as well. That is good news for managers and investors. But is it good news for society?
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June 13, 2016 9:58 AM
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Boards, GCs More Confident on Cyber Risk, Activism

Boards, GCs More Confident on Cyber Risk, Activism | Corporate governance - Vigil | Scoop.it
Corporate boards and general counsel this year have greater confidence in their companies' ability to address the hot-button issues of cyber-risk preparedness, regulatory compliance and
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June 13, 2016 9:52 AM
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Regulator vows more stringent info disclosure, corporate governance for listed firms - Xinhua | English.news.cn

China has vowed more stringent oversight of its listed companies to protect investors and curb speculation in the stock market, the stock regulator said Sunday.
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June 13, 2016 9:51 AM
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Corporate Secretary | Preparing the board for shareholder activism

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June 10, 2016 9:59 AM
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Schlumberger Adds Ex-BG Group CEO To Board

Schlumberger Adds Ex-BG Group CEO To Board | Corporate governance - Vigil | Scoop.it
Schlumberger appointed a former BG Group CEO to its board just months after Royal Dutch Shell bought BG.
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Share of Maryland companies with women board members grows

Maryland has a growing share of companies at which at least a fifth of the board members are women, a study being released Thursday shows.
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Carl Icahn's Interview With CNBC - GuruFocus.com

Carl Icahn's Interview With CNBC, Stocks: AAPL, Carl Icahn, release date:Jun 09, 2016
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June 10, 2016 9:57 AM
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Gender diversity proposal rejected by shareholders of Tim Hortons parent company

Gender diversity proposal rejected by shareholders of Tim Hortons parent company | Corporate governance - Vigil | Scoop.it
Push to shake up Restaurant Brands International's all-male board came from U.S.-based shareholders Oceanrock and SHARE
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June 9, 2016 10:40 AM
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Tim Hortons owner urged to add women to board

Tim Hortons owner urged to add women to board | Corporate governance - Vigil | Scoop.it
A shareholder in Restaurant Brands International Inc., the parent company of Tim Hortons and Burger King, is calling on the firm to commit to adding gender diversity to its leadership.
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June 9, 2016 10:38 AM
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The Activist Laboratory: Less R&D Spending, But More Innovation

The Activist Laboratory: Less R&D Spending, But More Innovation | Corporate governance - Vigil | Scoop.it
Activist investors may push companies to cut total spending on research and development, but their arrival actually leads to more innovation, a recent study concluded.
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June 9, 2016 10:33 AM
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Making government for the people | McKinsey & Company

Making government for the people | McKinsey & Company | Corporate governance - Vigil | Scoop.it
Budget constraints and the rapid pace of technological change mean governments must not only deliver services more effectively and efficiently but also prioritize citizens’ needs.
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June 9, 2016 10:33 AM
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Succession Planning Is Key to Smooth Transitions

Succession Planning Is Key to Smooth Transitions | Corporate governance - Vigil | Scoop.it
Boards increasingly are recognizing the risk of not having a long-term strategic outlook that develops leaders who could take the reins when a CEO departs.
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June 13, 2016 9:58 AM
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Chelsea Therapeutics: Management Projections & Fiduciary Duties

The Delaware Court of Chancery’s decision in Chelsea Therapeutics Stockholder Litigation (May 20, 2016) underscores the benefits of disclosure to stockholders with respect to a board’s decision—in valuing the company in connection with a sales process—to not take into account (or to modify or revise) projections prepared by management. It should be noted that the court’s discussion highlights that, as reflected in the trend of Delaware decisions over the past couple of years, there is only a narrow path to success for plaintiffs in establishing liability of independent and disinterested directors in a post-closing damages action.
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Symantec to buy Blue Coat for $4.7 billion to boost enterprise unit

Symantec to buy Blue Coat for $4.7 billion to boost enterprise unit | Corporate governance - Vigil | Scoop.it
Technology security firm Symantec Corp said it would buy privately held cyber security company Blue Coat for $4.65 billion in a cash deal that will ramp up Symantec's enterprise security business.
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June 13, 2016 9:52 AM
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Monsanto rejects Bayer's latest offer

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June 13, 2016 9:51 AM
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Executive compensation surges at Boulder Valley companies

Executive compensation surges at Boulder Valley companies | Corporate governance - Vigil | Scoop.it
Executive teams at some of the Boulder Valley's largest publicly traded companies saw their paychecks surge last year, even as overall compensation among public company leaders remained relatively flat nationwide.
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June 10, 2016 9:59 AM
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Shareholders rejecting fewer pay packages this year — report

Shareholders voted their shares on average 91% to ratify executive compensation in advisory say-on-pay voting so far this proxy season, said a Willis Towers Watson report released Wednesday, reflecting 1,501 companies in the Russell 3000 stock index from Jan. 1 through June 3.
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UniCredit Board Said to Meet as CEO Search Seen Taking Weeks

UniCredit Board Said to Meet as CEO Search Seen Taking Weeks | Corporate governance - Vigil | Scoop.it
UniCredit SpA’s board of directors, meeting late Thursday, discussed the type of manager required to succeed Chief Executive Officer Federico Ghizzoni, in a process that may take weeks, according to people with knowledge of the talks.
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Tim Hortons parent company shareholders reject gender diversity proposal | Toronto Star

Tim Hortons parent company shareholders reject gender diversity proposal | Toronto Star | Corporate governance - Vigil | Scoop.it
The RBI board had declined to make a recommendation on how shareholders should vote. Gender diversity on corporate boards in Canada has become a source of tension between shareholders and companies.
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BlackRock report says 'Brexit' pits solid risks against amorphous rewards

On Thursday, June 23, voters in the United Kingdom will decide on whether they'll stay in the European Union (EU) or exit the bloc.
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June 10, 2016 9:57 AM
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Supreme Court to hear Deloitte's appeal of landmark Livent ruling

Supreme Court to hear Deloitte's appeal of landmark Livent ruling | Corporate governance - Vigil | Scoop.it
Request relates to a 2014 decision that levied a $118-million penalty against the accounting firm
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June 9, 2016 10:38 AM
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How activists shape business and corporate strategy

How activists shape business and corporate strategy | Corporate governance - Vigil | Scoop.it
In a 1970 essay for the New York Times Magazine, Milton Friedman, America’s most famous free-market economist, argued that, “The (...)
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June 9, 2016 10:33 AM
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Cleary Gottlieb explains SEC’s New Guidance on Non-GAAP Financial Measures

On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) released new and updated Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP financial measures (“NGFMs”).
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June 9, 2016 10:33 AM
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United CEO Says Board Was Too Isolated to See Airline’s Slide

United CEO Says Board Was Too Isolated to See Airline’s Slide | Corporate governance - Vigil | Scoop.it
United Airlines’ board was too isolated in recent years, allowing the carrier to fall behind rivals since its 2010 merger, said Chief Executive Oscar Munoz, who shouldered some of the responsibility himself.
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