Corporate governance - Vigil

Over twenty-five years ago, Alan Greenspan, then Chairman of the Federal Reserve System, asserted that stock markets act as a “spare tire” during banking crises, providing an alternative corporate financing channel when banking systems “go flat.”

On April 18, 2016, the Delaware Supreme Court held that corporations not incorporated in Delaware that register to do business in that state are not subject to the “general” jurisdiction of the Delaware courts. In Genuine Parts Co. v. Cepec, the Court held that under the U.S. Constitution, Delaware’s business registration statute cannot be read to constitute a “consent” to general jurisdiction by out-of-state corporations

Proto Labs $PRLB Vote AGAINST pay, stock plan, compensation committee members (Black, Gawlick, & Smith); Vote FOR proxy access.

Pfizer Inc. agreed to buy Anacor Pharmaceuticals Inc. for $5.2 billion, gaining control of an experimental treatment for the skin condition known as eczema in its first deal since walking away from a $160 billion takeover of Allergan Plc.

This month we continue our discussion of contractual non-reliance provisions. Under Delaware law, a prima facie claim for fraudulent misrepresentation requires the plaintiff to plead facts supporting an inference that, among other things, the plaintiff acted in justifiable reliance on the misrepresentation. In the context of private mergers and acquisitions, a buyer bringing a post-transaction fraud claim against the seller may be precluded from claiming reasonable reliance on any representations made by the seller outside the four corners of the contract if the agreement contained a clear “non-reliance provision.”

In our paper, Do Compensation Consultants have Distinct Styles?, which was recently made public on SSRN, we investigate whether the choice of a specific compensation consultant affects the compensation level and structure of top managers.

Since Twitter's CEO Jack Dorsey took the helm, the company has been working to revamp its board and boost its diversity.

In this year’s Foreword, Dougherty examines three developments that increasingly impact director discretion: the threatened demise of derivative court case protections; increasing judicial skepticism toward settlements of challenges to corporate disclosure; and the potential intrusion of SEC whistleblower protocols into corporate arenas.

In our article, Systemic Financial Degradation Due to the Structure of Corporate Taxation, which was recently posted to SSRN, we examine how financial sector safety is undermined by the structure of the corporate tax. Regulators have sought since the 2008 financial crisis to strengthen the financial system.

Warren Buffett's Berkshire Hathaway Inc (BRKa.N) revealed a more than $1 billion stake in Apple Inc (AAPL.O) in a rare foray into the technology sector, which Buffett has largely shunned apart from a poorly performing investment in IBM (IBM.N).

Japan has been one of the hardest-hit markets in 2016. The Bank of Japan’s (BOJ) experiment with a negative interest rate policy (NIRP) has led to questions about the efficacy of monetary policy globally and the yen has strengthened considerably, …

On April 13, 2016, the SEC issued a concept release requesting comment on existing disclosure requirements in Regulation S-K relating to a public company’s business and financial information. The concept release is part of a comprehensive “Disclosure Effectiveness Initiative” led by the SEC’s Division of Corporation Finance to review the effectiveness of public company disclosure requirements and to consider ways to improve them for the benefit of registrants and investors. The comment period will end 90 days after the concept release is published in the Federal Register.