This Tuesday, May 21, shareholders at JP Morgan Chase & Co. (“JPMorgan”) will vote on whether the bank should separate the roles of chairman and CEO. Currently, Jamie Dimon holds both titles. The impending vote is not binding on the board of directors, but has nonetheless caused significant controversy. This post evaluates the arguments on both sides and asks how shareholders should vote.
The first claim made by advocates of separation is that combining the two roles creates a fundamental conflict of interest. “How can the CEO be his own boss?” “If the person leading the oversight … Read more
On February 21, United States District Court Judge Jed S. Rakoff, federal prosecutor Reed Brodsky, and defense attorney Gary Naftalis, came together to discuss the Gupta insider trading case with Columbia Law School students in a seminar called Corporations in the Court: An Insider Look at Major Corporate Cases, co-taught by Professor John C. Coffee, Jr. and Delaware Supreme Court Justice Jack B. Jacobs.
Judge Rakoff presided over the Gupta case in the United States District Court for the Southern District of New York, Mr. Brodsky prosecuted the case, and Mr. Naftalis defended the main protagonist, former Goldman Sachs director … Read more
On June 7, 2013, CalPERS is hosting its inaugural Sustainability & Finance Symposium in Davis, California. The event is co-chaired by Professor Robert J. Jackson, Jr. of Columbia Law School on behalf of the Ira M. Millstein Center for Global Markets and Ownership. The symposium is part of a larger initiative being undertaken by CalPERS to drive innovative thought leadership that will inform and advance our understanding of sustainability factors and the impact they may have on companies, markets, and investment intermediaries from the perspective of a large, global, long-term, and multi-class institutional asset owner.
The symposium is seeking … Read more
On January 25, the D.C. Circuit issued a controversial decision in the Noel Canning case. The Court invalidated three of President Obama’s recess appointments to the National Labor Relations Board after finding that the President overreached in making the appointments without Senate confirmation. The holding implies that the President’s recess appointment of Richard Cordray, as Director of the Consumer Financial Protection Bureau (“CFPB”), would likewise be invalid. This is of great interest to banks and others in the financial services industry who are regulated by the new agency.
In my recent post, Columbia Law Professors Weigh in on Noel … Read more
The D.C. Circuit’s recent decision, Noel Canning v. NLRB, available here, has generated a barrage of commentary by law firms and others. Much of the interest in the business community has focused on the impact that the decision might have on the Bureau of Consumer Financial Protection (the “CFPB”). For views and reactions, I consulted three experts at Columbia Law School: Professors Henry Paul Monaghan, Trevor W. Morrison, and Peter L. Strauss. As described below, each believes that the Supreme Court is likely to take the case, but there is less certainty over how the case might ultimately … Read more
Last week, Professor Robert J. Jackson, Jr. sat down with Bloomberg Law’s Lee Pacchia to discuss his SEC petition to require public companies to disclose their political spending. The SEC has received more than 300,000 comments on the petition, more than any other rulemaking proposal in the Commission’s history. SEC staff members have suggested that they plan to propose rules by April. Jackson tells Pacchia that, because “this is investors’ money,” shareholders have a right to know when the companies they own spend money on politics.
The full interview can be viewed here. Jackson’s recent Blue Sky Blog post … Read more