Corporate governance - Vigil
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March 10, 2016 9:43 AM
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Thirteen Hot Shareholder Topics for 2016

Thirteen Hot Shareholder Topics for 2016 | Corporate governance - Vigil | Scoop.it
Executives and boards should be prepared to address these areas with shareholders at annual meetings this year.
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March 10, 2016 9:41 AM
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Couche-Tard gets deeper into gas game with purchase of Esso stations

Couche-Tard gets deeper into gas game with purchase of Esso stations | Corporate governance - Vigil | Scoop.it
Imperial Oil will sell its remaining gas stations to five Canadian distributors including Couche-Tard for $2.8 billion as the oil producer focuses on its main oil-sands and refining businesses.
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March 9, 2016 9:44 AM
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Shareholders Set Sights on Big Target With United Continental Board Fight

Investors PAR Capital Management and Altimeter Capital Management are aiming high with their first activist campaign: United Continental, the world’s third largest airline. The pair’s bold request and harsh language mark a big shift for the typically passive investors.
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March 9, 2016 9:44 AM
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SEC.gov | Robert M. Fisher Named Managing Executive of the Office of Compliance Inspections and Examinations

Washington D.C., March 8, 2016 — The Securities and Exchange Commission today announced that Robert M. Fisher has been named Managing Executive of the Office of Compliance Inspections and Examinations (OCIE).  In this role, Dr. Fisher will oversee OCIE’s business operations, technology services, examiner training, and Tips, Complaints and Referrals programs.  He succeeds Peter B. Driscoll who has been named Chief Risk and Strategy Officer of OCIE’s new Office of Risk and Strategy.
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March 9, 2016 9:44 AM
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SEC.gov | SEC Awarding Nearly $2 Million to Three Whistleblowers

Washington D.C., March 8, 2016 — The Securities and Exchange Commission today announced the payment of almost $2 million to three whistleblowers. 
The largest of the three awards will go to a whistleblower who voluntarily provided original information that prompted the SEC to open its investigation.  That whistleblower, who will receive about $1.8 million, continued to provide valuable information throughout the investigation.  The other two whistleblowers will receive approximately $65,000 each for providing information after the investigation started.
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March 9, 2016 9:43 AM
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Wall Street Bankers' Average Bonus Falls by Most Since 2011

Wall Street’s average bonus fell 9 percent to $146,200 in 2015, the biggest drop since 2011, according to estimates by New York State Comptroller Thomas DiNapoli.
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March 9, 2016 9:43 AM
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Chancery Court Criteria for Determining “Control”

On February 29, 2016, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against certain current and former directors of Halt Medical and a 26% stockholder, American Capital, arising out of a transaction that was allegedly designed to “squeeze out” minority stockholders. See Calesa Associates, L.P. v. American Capital, Ltd., C.A. No. 10557-VCG.
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March 9, 2016 9:42 AM
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Corporate Secretary | Proxy access aiding attention to ESG issues, says Proxy Preview

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March 9, 2016 9:42 AM
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Investors need to demand better covenants: Moody's

Investors need to demand better covenants: Moody's | Corporate governance - Vigil | Scoop.it
Moody's is calling on investors to push back against borrowers in the U.S. leveraged loan market as covenant protections remain stubbornly lacking
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March 9, 2016 9:41 AM
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Valeant gives Pershing Square seat on its board

Valeant gives Pershing Square seat on its board | Corporate governance - Vigil | Scoop.it
Embattled Valeant Pharmaceuticals International Inc (VRX.N) (VRX.TO) said on Wednesday it has added a representative from shareholder Pershing Square Capital Management to its board of directors as well as two other new directors.
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March 8, 2016 10:19 AM
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A New Calculation of the Activist Investing Track Record

A New Calculation of the Activist Investing Track Record | Corporate governance - Vigil | Scoop.it
In the past seven years, activist investors have managed to outperform down markets, but have underperformed good ones.
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March 8, 2016 10:19 AM
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Offloading the Burden of Being Public: An Analysis of Multiple Voting Share Structures

Many large firms – Google, Alibaba and Fitbit to name a few -- have multiple voting share structures (MVS) in which the firm issues two or more classes of shares, one to the public and the other to insiders (typically founders, promoters, management, private investors or board members).
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March 8, 2016 10:18 AM
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Tenure Voting and the U.S. Public Company

In today’s capital markets the principle of one share, one vote is increasingly under scrutiny. The rise of high-vote and no-vote stock has created a popular alternative for companies at the initial public offering stage. According to Dealogic, approximately 14% of IPOs in the past year used some form of dual-class stock, compared to only 1% in 2005. Prominent companies with a separate class of high-vote stock include Alibaba, Facebook, Ford, Google (now Alphabet), and Square.
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March 10, 2016 9:43 AM
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Valeant to appoint three new directors as soon as Wednesday: sources

Valeant to appoint three new directors as soon as Wednesday: sources | Corporate governance - Vigil | Scoop.it
Embattled drug company Valeant Pharmaceuticals International Inc, whose stock price has tumbled 38 percent this year, will appoint three new board members as soon as Wednesday, people familiar with the matter said on Tuesday.
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March 9, 2016 9:45 AM
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United Continental Shareholders Launch Battle for Control

Two hedge funds seek six board seats and to install former CEO as chairman
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March 9, 2016 9:44 AM
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SEC.gov | SEC Announces Creation of Office of Risk and Strategy for its National Exam Program

Washington D.C., March 8, 2016 — The Securities and Exchange Commission today announced the creation of the Office of Risk and Strategy within its Office of Compliance Inspections and Examinations (OCIE).  The new office will consolidate and streamline OCIE’s risk assessment, market surveillance, and quantitative analysis teams and provide operational risk management and organizational strategy for OCIE.
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March 9, 2016 9:44 AM
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SEC.gov | SEC Announces Charges Against Unregistered Fund Manager Accused of Hiding Criminal Past

Washington D.C., March 8, 2016 — The Securities and Exchange Commission today announced fraud charges against an unregistered fund manager accused of hiding his checkered past while providing false and misleading data to investors and an independent research firm.
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March 9, 2016 9:43 AM
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Boards, HR Need Greater Roles in Creating Healthy Culture

Boards need to get more directly involved in strengthening a corporate culture that encourages ethical behavior, as do human resources officers.
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March 9, 2016 9:43 AM
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Canadian Society of Corporate Secretaries (CSCS) - CSCS announces the launch of the 2016 Excellence in Governance Awards (EGs).

The promotion and advancement of effective governance and corporate secretarial practice in organisations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

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March 9, 2016 9:43 AM
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Conflicted Voting by Shareholders in Hostile M&A Deals

Takeovers have historically kept corporate scholars very busy. Yet, to date, a very relevant topic—conflicted voting by shareholders in connection with a hostile acquisition—has surprisingly received little attention. My paper, It’s My Stock and I’ll Vote If I Want to: Conflicted Voting by Shareholders in (Hostile) M&A Deals, represents a primer to organically analyze instances in which shareholder conflicts might lead to inefficient acquisition outcomes.
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March 9, 2016 9:42 AM
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Activists from Icahn to Loeb overlook women for board posts

Activist investors are increasingly putting loyalists in boardrooms to agitate behind closed doors but they're not bringing diversity to the table
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March 9, 2016 9:42 AM
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How self-discipline can bring sweet success for investors

In 1968, researchers from Stanford University stuck a marshmallow in front of a four-year-old girl and gave her a choice: eat the marshmallow now or wait 15 minutes and receive TWO marshmallows.
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March 9, 2016 9:41 AM
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S.E.C. Fraud Case Says Adviser Puffed Up His Background Online

An investment adviser with a criminal past and an interest in the wine business is accused of going to extraordinary lengths to make his firm appear legitimate.
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March 8, 2016 10:19 AM
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Skadden explains CFIUS’s Annual Report to Congress Highlights Decrease in Investigations, Need for Transparency

The Committee on Foreign Investment in the United States (CFIUS) is an interagency organization charged with identifying potential national security risks posed by foreign acquisitions of U.S. businesses and mitigating those risks as necessary.
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March 8, 2016 10:18 AM
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FdG Logistics: Merger Anti-Reliance Provisions

In FdG Logistics v. A&R Logistics (Feb. 23, 2016), the Delaware Court of Chancery held that an anti-reliance provision in a merger agreement is not effective if it is drafted solely “from the point of view” of the seller rather than the buyer.
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