Corporate governance - Vigil

They say that one should not look a gift horse in the mouth. We decided to go against this proverb and look carefully in the mouth of one such gift horse.

Ferrari NV is set to appoint Chairman Sergio Marchionne to replace Amedeo Felisa as chief executive officer as early as Monday, according to people familiar with the matter.

Priceline Group’s ousted CEO Darren Huston’s compensation dropped 32% last year after fellow directors decided not to pay him a cash bonus as they investigated a relationship they later deemed inappropriate.

[On April 13, 2016], the Federal Reserve and the FDIC (collectively, “Agencies”) released their feedback on the resolution plans submitted July 1, 2015 by the eight largest US banking institutions. [1] Five were deemed “not credible,” while all eight were found to have “deficiencies” or “shortcomings” (or both). The expected July 1, 2016 plan filing date has been pushed back one year; instead, all eight banks must submit by October 1, 2016 an explanation of how deficiencies have been remedied, a status report on remediation of the shortcomings, and a public section that explains these submissions at a high level. The timeline for remediating some of the cited deficiencies will be very challenging, even considering the relief from the July 1, 2016 filing. [2]

Carl Icahn Interview With CNBC, Carl Icahn, release date:Apr 30, 2016

A recent decision of a state bar disciplinary commission has important implications for the risk oversight obligations of the governing board. According to various media reports, the Michigan Attorney Grievance Commission declined to pursue six former General Motors Co. in-house counsel for failing to disclose to consumers the safety risks of an alleged defective automotive product. [1] The reporting practices (or lack thereof) by members of the GM in-house counsel department were a major part of that company’s broader ignition switch controversy. As such, the circumstances surrounding the Commission’s action are a useful reminder on how in-house counsel can support the flow of material information to the board, and enable the board to discharge its oversight responsibilities more effectively.

Some actions that boost earnings per share don’t create value for shareholders. Share repurchases are generally a wash.

On April 1, 2016 NASDAQ, along with Tanium (a leading-edge cybersecurity consultant), released a detailed survey of nonexecutive (independent) directors and C-suite executives in multiple countries (e.g., the US, UK, Japan, Germany, Denmark, and the Nordic countries) concerning cybersecurity accountability. [1] NASDAQ and Tanium wished to obtain answers to three basic questions: (1) how these executives assessed their company’s vulnerabilities to cybersecurity threat vectors; (2) how they evaluated their company’s readiness to address these vulnerabilities; and (3) who within the company was held “accountable” for addressing these cybersecurity vulnerabilities.

U.S. public firms increasingly tie CEO compensation to long-term accounting performance. The percentage of S&P 500 firms that adopt multiyear accounting-based performance (MAP) incentives has more than doubled from 16.5% in 1996 to 43.3% in 2008. In our paper, Executive Compensation Incentives Contingent on Long-Term Accounting Performance, forthcoming in the Review of Financial Studies, we offer the first large sample study that documents the use and design of MAP plans, investigates the determinants of plan adoption and structure, and analyzes the growing trend of MAP incentives.

The prime minister commented following a speech he gave to the biennial convention of the Liberal party's Quebec wing in Montreal.

Plaintiffs sometimes have significant financial interests in their opponents, interests that extend beyond the boundaries of the lawsuits themselves.  In some situations, plaintiffs maintain a “long” financial position.

Looking back at the proxy access provisions adopted by U.S. companies over the past year, it is clear that there is convergence around most key terms and conditions, including exceptions and details that are not contemplated by most shareholder proposals. While this convergence does not mean that market practice will stop developing or that governance advocates will cease fighting terms that they find objectionable, companies considering whether to adopt a proxy access provision now have the benefit of significant precedents.

Preferential treatment of investors is more common than ever in today’s private equity industry, thanks to new structures that make it easier to grant different terms to different investors