Corporate governance - Vigil

This Heads Up discusses considerations for companies that use non-GAAP measures in preparing earnings releases and periodic filings for first-quarter 2016 and future reporting periods.

covered by media so that they are presented in the most favorable light possible. Our study examines whether the composition of

Over the last two months, the SEC issued two reports that provide useful perspectives on its enforcement program. In February, it issued the combined 136-page “FY 2017 Congressional Justification & FY 2015 Annual Performance Report and FY 2017 Annual Performance Plan.” In March, it issued its “SEC Accomplishments: April 2013–March 2016.” We glean the following important lessons from these reports:

GE $GE proxy: Vote AGAINST pay, comp com, and two shareholder proposals. Vote FOR report on lobbying, independent chair, and Holy Land Principles.

Credit Suisse says serving on just one board is the magic number for stock-market performance, but are its findings just a coincidence rather than cause and effect?

For public companies, boards of directors, and practitioners, 2015 was an eventful year in executive compensation. This post presents the key developments and trends we observed during 2015 and their implications for 2016 and beyond.

Airlines bows to activists, adds directors

This Heads Up discusses the SEC’s recently published Concept Release No. 33-10064, "Business and Financial Disclosure Required by Regulation S-K," which seeks feedback from constituents on modernizing certain business and financial disclosure requirements of Regulation S-K.

Companies based in the People’s Republic of China have committed to over $100 billion of overseas acquisitions since January 1, 2016, including a number of high profile targets in the United States and Europe. [1] The ties of these buyers to governmental entities in the PRC, coupled with the unpredictability of the PRC government, and the challenges that a non-PRC counterparty faces when seeking to enforce contractual obligations and non-PRC judgments in PRC courts has led practitioners to implement an array of innovative provisions in M&A Agreements.

In Rationalizing the Dodd-Frank Clawback, recently made publicly available on SSRN, I analyze and critique the SEC’s proposed Dodd-Frank clawback. I explain that while the proposed clawback would reduce executives’ incentives to misreport, it is too broad. The economy and investors would be better served by a more narrowly targeted “smart” excess-pay clawback that focuses on fewer issuers, executives, and compensation arrangements.

The Sino-Forest case is entering its final phase as lawyers began closing arguments Monday, more than 19 months after the complex fraud hearing began before an OSC hearing panel in September, 2014

Norway’s $860 billion sovereign wealth fund has unveiled the first list of miners and power producers to be excluded from its portfolio following a ban on coal investments.

The 52 companies being barred include American Electric Power Co. Inc., China Shenhua Energy Co. Ltd., Whitehaven Coal Ltd., Tata Power Co. and Peabody Energy Corp., according to a statement from Norges Bank Investment Management, the unit of Norway’s central bank that manages the world’s biggest wealth fund.