Corporate governance - Vigil

NEW YORK (Reuters) - A few days after joining the board of Atlantic Power, private equity veteran Gilbert Palter said he got a flurry of calls from the energy company's top shareholders, who wanted more than just to wish him well.

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through arms-length negotiations, provided it resulted from a thorough, effective and disinterested sales process. The October 21, 2015 decision, Merion Capital LP and Merion Capital II LP v. BMC Software, Inc., not only provides a comprehensive review of the fundamentals of appraisal actions, but also serves as a cautionary tale for merger arbitrageurs and other stockholders looking to seek appraisal remedies.

The U.S. Securities and Exchange Commission (SEC) established the ongoing reporting regime for U.S.-listed foreign firms when most of these filers were large, well-known companies that had a primary trading venue on a major foreign exchange. Accordingly, prior work argues that the SEC exempted these firms from producing quarterly and event-driven filings beyond those mandated by their home country or exchange. [1] Specifically, the SEC stipulates that foreign firms must supply ongoing disclosures on a Form 6-K only when they publicly release information outside the U.S. (e.g., updates on earnings, acquisitions, raising capital, or payout structure). [2]

International Journal of Disclosure and Governance is one of the leading sources of authoritative and detailed information on leading-edge practice in governance and effective transparency of information for publicly listed companies.

Much of the corporate governance literature has been plagued by endogeneity problems. In our paper, Corporate Governance Responses to Director Rule Changes, which was recently made publicly available on SSRN, we use a law change as a natural experiment to test how firms adjust the choice and magnitude of governance tools given a floor level of monitoring from independent directors. Through this analysis, we can recover the structural relationship between inputs in the governance production function. We study these relationships with a new board of director dataset with a much larger range of firm size.

Carl Icahn (Trades, Portfolio), the billionaire investor, spoke to Neil Cavuto, one moderator of the GOP debate on Fox Business last night, about Apple (NASDAQ:AAPL), Pfizer (NYSE:PFE) and corporate taxation policy. "It's a red herring to start saying 'Let's have comprehensive tax reform now.' Cause you're never gonna get it. With this divided, dysfunctional congress, you're never going to get comprehensive tax reform at this time," Icahn said.

Three top U.S. assetmanagers shied away from supporting dissident directors inrecent proxy contests, according to voting data, showing howcorporate management teams can still depend on key players inthe fund industry for backing in the face of an activist fight.

The Director-General of the Securities and Exchange Commission, Mounir Gwarzo, has called for a strict compliance with Corporate Governance codes by companies operating in the country.

ValueAct Capital Management LP is defending the proposed combination of Willis Group Holdings Plc and Towers Watson & Co., in the process taking on the increasingly popular tactic of “bumpitrage.”