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Global business puts pressure on geographically limited courts. U.S. courts, for instance, can reach only defendants with contacts with the forum territory, usually the specific U.S. state in which the court is located.
The Superior Court of California for the County of Los Angeles has added to a growing judicial consensus that forum-selection bylaws adopted in conjunction with public-company mergers will be enforced to direct transaction-related litigation to a single board-designated forum. RealD Inc. is a Delaware-chartered, California-headquartered corporation. When the company’s board of directors approved a merger agreement with Rizvi Traverse Management LLC, a California-based private equity firm, it also adopted a bylaw requiring that any fiduciary-duty litigation involving the company be brought in the courts of Delaware.
In times of crisis, governments do things that fall outside—sometimes far outside—the norm and reduce or destroy the value of resources held by firms and individuals. Aggrieved owners may then sue the government, arguing that they are entitled to relief because the public action complained of amounts to a taking of their property. The financial crisis of 2008 and its aftermath have generated a cascade of such lawsuits, including highly publicized ones involving equity holders of Fannie Mae, Freddie Mac and American International Group, Inc.
News about staff changes, executive salaries and personalities in the automotive industry.
Last week, Yahoo extended the deadline for potential bidders to submit proposals to acquire the Silicon Valley company. Already reports have surfaced that companies like Verizon and Google are seeking to make a move, but today it seems that the parent company of the U.K.-based Daily Mail is in talks with private equity firms to make its own bid for Yahoo.
Bob Dudley’s pay rose 20% last year to $19.6m as BP racked up a record $6.5bn loss and cut thousands of jobs
Last week, the Basel Committee on Banking Supervision (Basel) proposed floors and other constraints on the use of internal models for calculating credit risk capital.
Corporate governance scholarship has long considered the problems that arise in public companies with dispersed ownership. But the automaker Volkswagen does not suffer from a dispersed ownership structure. In fact, it has several strong and highly active owners.
In our paper, The Source of Information in Prices and Investment-Price Sensitivity, which was recently made publicly available on SSRN, we show that real decisions depend not only on the total amount of information in prices, but the source of this information—a manager learns from prices when they contain information not possessed by him.
[On April 4, 2016,] the U.S. Department of Justice filed a complaint in federal district court alleging that two ValueAct Capital funds repeatedly violated the Hart-Scott-Rodino Act in amassing large equity positions in two oilfield services companies which have agreed to merge. The DOJ’s complaint alleges that ValueAct’s actions and statements of intention—including repeatedly meeting with both management teams, lobbying other shareholders to vote in favor of the proposed merger, promoting specific integration plans and executive compensation strategies, and proposing operational and strategic changes at the company to be acquired—were inconsistent with investment-only intent. The DOJ’s complaint also took the extraordinary step of naming the ValueAct funds’ general partner as a defendant.
Navidea Biopharmaceuticals Inc.'s board named Michael Goldberg chairman as soon as two new members recommended by shareholders were seated in late March. Anton Gueth, just named chairman in January, resigned from the board in response.
Commission’s recommendations will help boards serve as strategic assets of their companies
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After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be under investigation. A corollary question to public disclosure is how broadly to disclose internally, to lenders, or to D&O insurers.
As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity and provide fresh perspectives in the board room. At the same time, companies and investors alike appreciate that term and age limits, as they have been typically applied, may not be the solutions, because they force the arbitrary retirement of valuable directors.
Shareholder Empowerment is more of a page turner than most academic readers. The authors grapple with important questions and offer critical insights.
Including all compensation elements, such as base salaries and pensions, pay for bank CEOs ranged between $8.5-million and $11.7-million in 2015.
The Supreme Court of Canada announced Thursday it will hear an appeal of a lawsuit in which two corporate directors were ordered to pay more than $600,000 to a former chief executive officer who brought an oppression remedy action under…
Valeant Pharmaceuticals asked its CEO to co-operate with a Senate investigation into drug pricing after he failed to appear for a deposition. The Senate Sp
On April 7 Glass Lewis hosted a Proxy Talk conference call to discuss shareholder proposals relating to the environment that shareholders will vote on at companies in 2016, including proposals submitted at three energy companies requesting disclosure on climate change risk and opportunities. Similar proposals, also called “Aiming for A,” received well over majority support
[On April 4, 2016,] the U.S. Department of Justice brought a civil action against ValueAct for failing to comply with the waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to its purchases of shares of Halliburton Company and Baker Hughes Incorporated. The DOJ’s suit seeks a civil penalty of at least $19 million from ValueAct. (In November 2014, Halliburton entered into an agreement to purchase Baker Hughes; the transaction is pending.)
Recently, PepsiCo announced that Tom Geco, CEO of its Frito-Lay North America division, will be leaving the company to pursue other interests. Al Carey will be promoted as CEO- North America to oversee FLNA, along with the North America Beverages and Quaker Foods North America divisions. The company believes that [...]
Compensation for the chief executives of the biggest U.S. companies fell more sharply last year than any year since the financial crisis, as weaker corporate performance slowed cash bonuses and accounting rules pared back pension growth.
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