Corporate governance - Vigil

The U.S. Securities and Exchange Commission (SEC) mandates that publicly-traded firms disclose a large array of information to investors. Because certain disclosures could cause competitive harm, the SEC allows firms to request confidential treatment of competitively sensitive information contained in material agreements that it would otherwise be required to disclose to the public.

UNP Vote proxy AGAINST pay, compensation committee; FOR both shareholder proposals: #4 execs to retain stock and #5 transition to an independent chair.

On April 6, 2016, the Department of Labor (the “DOL”) promulgated final regulations (the “Final Regulations”) defining the circumstances in which a person will be treated as a fiduciary under both the Employee Retirement Income Security Act of 1974 (“ERISA”) and Section 4975 of the Internal Revenue Code (the “Code”) by reason of providing investment advice to retirement plans and individual retirement accounts (“IRAs”). As part of the regulatory package, the DOL also released final versions of prohibited transaction class exemptions (“PTEs”) intended to minimize the industry disruptions that might otherwise result from the Final Regulations, most notably, the so-called “Best Interest Contract Exemption” (the “BIC Exemption”) and the “Principal Transaction Exemption.”

Economic crises can reverberate in the legal system long after they end. One potential echo from the last recession involves Takings Clause challenges to the federal government’s rescue of several failing companies.

Ford Motor $F Vote proxy AGAINST pay, comp committee, poison pill; FOR repealing dual class shares and lowering the special meeting threshold.

International Journal of Disclosure and Governance is one of the leading sources of authoritative and detailed information on leading-edge practice in governance and effective transparency of information for publicly listed companies.

Marketing-experienced executives are rarely invited to join boards of directors. In a recent article, one director, who has served on several boards, suggested that the reason why so few marketers serve on boards is because they have little to contribute.

This article discusses the results of the first empirical study providing evidence of regulatory “chilling effects” of Wikipedia users associated with online go

On March 30, 2016, SNC-Lavalin completed the sale of its 15.5 per cent ownership interest in the airport, which resulted in a net gain of $53.6 million

Over the past few years, regulators have repeatedly decreed that they would end what was quickly becoming a routine practice: the release of market-moving information to high-speed traders just prior to the time at which it was being made available to the entire public. The most prominent examples of regulatory efforts in the area during this period involved New York State Attorney General Eric Schneiderman. He termed these types of practices “Insider Trading 2.0” and vowed to end them.

Hedge fund geeks outshine activists in earnings bonanza

[On May 5, 2016,] the New York Court of Appeals held that business judgment review is available in the context of going-private mergers of controlled companies. In re Kenneth Cole Prods., Inc. S’holder Litig. , No. 54 (N.Y. May 5, 2016). The decision adopts the same standards set forth by the Delaware Supreme Court in its MFW opinion and affirms dismissal of a stockholder suit.

Early voting results from annual meetings this year make it clear that shareholders are growing far more sophisticated in their analysis of compensation programs

Rock Center Program for Journalists: A Primer in Corporate Governance is a one-day program intended to educate journalists. Applications due May 20th.

The failure of the Halliburton-Baker Hughes deal last week brought the value of withdrawn U.S. deals to $378 billion. That is not only the highest level year to date for U.S. withdrawn deals, it is the highest total for a full year, according to Dealogic.

This is the sixth article in the Economists' hubris paper series, which aim to critically examine the practical applications of academic thinking. The focus of