Corporate governance - Vigil

The Delaware Court of Chancery, in a transcript ruling in In re Vaalco Energy Shareholder Litigation (Dec.21, 2015), held that directors of companies without a classified board (i.e., boards that are elected annually) can be removed without cause, irrespective of provisions in the charter or bylaws purporting to permit removal of directors only for cause. Vice Chancellor Laster held that providing for removal of non-classified directors only for cause conflicts with a “plain reading” of Section 141(k) of the Delaware General Corporation Law (which provides that, unless the board is classified or the company has cumulative voting for directors, directors may be removed with or without cause).

Bombardier shares climbed above $1.00 after languishing below that threshold for three weeks. The upswing comes amid 7,000 job cuts, a reverse stock split, and Air Canada stepping up as a CSeries backer.

Activist investors brave enough to have ventured into the volatile energy sector are paying a heavy price for their courage, stuck with hefty paper losses and no near-term recovery in sight.

Although the relation between political activism and firm value appears well established, our understanding of the exact mechanisms through which political activism creates value and affects real economic outcomes is far from complete. In the paper, Political Activism and Firm Innovation, publicly available on SSRN, we contribute to this literature by analyzing the effect of political activism on firm investment decisions, specifically investment in innovation.

On December 22, 2015, the SEC published an Advance Notice of Proposed Rulemaking, Concept Release, and Request for Comment on Transfer Agent Regulations (the “Release”) seeking public comment regarding the SEC’s transfer agent rules. [1] The SEC notes that the “first transfer agent rules were adopted in 1977 and remain essentially unchanged [while] transfer agents now operate in a market structure that bears little resemblance to the structure in 1977.”

On February 12, 2016, the SEC published 18 no-action letters related to proxy access, granting relief to 15 companies and denying relief to three on the basis of substantial implementation pursuant to Section 14a-8(i)(10) of the Securities Exchange Act. These no-action letters, read together, suggest that issuers may exclude proxy access shareholder proposals on the basis of substantial implementation if the issuer adopts a proxy access bylaw with reasonable terms within the bounds of current market practice. As discussed below, in order to appropriately gauge reasonableness of a bylaw (among other items) it is important that companies proactively engage their shareholders to understand and assess their views prior to action.

NEW YORK, N.Y. - Yahoo's board has created a committee of independent directors and hired a trio of economic advisers in its long-running bid to redefine i

Sodali conducted this inaugural global institutional investor survey to identify the key drivers and trends that companies should be aware of as we approach a significant engagement phase in relation to the 2016 Annual General Meeting season. In our survey we asked investors: what general governance themes are driving engagement; what factors make a compelling case for engagement; and what executive remuneration corporate disclosures companies should focus on.

Director independence has become a key element of modern corporate governance in the United States. Regulators, scholars, companies and shareholders have all placed a strong emphasis on director independence as a means to ensure that investors’ interests in their companies are well-served. Surprisingly, however, their treatment of director independence has generally failed to consider the impact of director tenure on the independence of boards. Indeed, although legislation, listing rules and state law mandate director independence, none of these rules take into account director tenure.