Corporate Governance

Cleary Gottlieb discusses U.S. Supreme Court’s Sharp Limits on General Jurisdiction Over Corporate Defendants

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On January 14, the U.S. Supreme Court issued Daimler AG v. Bauman, further clarifying—and significantly narrowing—the constitutional limitations on a court’s assertion of general jurisdiction over a corporate defendant. Bauman carries significant implications for how corporate defendants should evaluate their

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Rise of IntercontinentalExchange and Implications of its Merger with NYSE Euronext

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The following comes to us from Latoya C. Brown, a practicing attorney in Florida and a former intern at the US Securities & Exchange Commission. The views expressed herein are those of the author and not necessarily those of the …

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Directors Designated by Venture Capitalists and Other Preferred Stockholders Need To Be Mindful of Inherent Conflicts: In re Trados Inc. Shareholder Litigation

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The following post is based on a memo released by Pepper Hamilton LLP on September 4, 2013. 

A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred …

Davis Polk Discusses OCC’s Risk Governance Guidelines for Banks

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The OCC has proposed a set of enforceable and specific risk governance guidelines to formalize its heightened expectations for large national banks and federal savings associations. The risk governance guidelines would set new, and much higher, minimum standards for the …

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Sidley Austin discusses Fed’s New Guidance on Managing Outsourcing Risk

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On December 5, 2013, the Board of Governors of the Federal Reserve System (“Board”) released Supervisory Letter SR 13-19, “Guidance on Managing Outsourcing Risk” (“Guidance”). The Guidance is the most recent publication in a series of supervisory and enforcement actions

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Baker & Hostetler discusses Mark Cuban Defeating the SEC’s Insider Trading Charges

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The high profile long-running saga between Mark Cuban — entrepreneur, television personality, and billionaire owner of the Dallas Mavericks — and the SEC has finally ended with Mr. Cuban emerging victorious. On October 16, 2013, after less than four hours …

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After The Fraud on the Market Doctrine: What Should Replace It?

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Like children on Christmas Eve, securities defense attorneys and corporate executives are waiting in hopeful anticipation for the Supreme Court’s coming decision in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), which may overrule the “fraud on the market” doctrine (“FOTM”) that was announced over a quarter century ago in Basic v. Levinson.[1] Academics are divided, with probably the majority fearing the loss of general deterrence if the securities class action is substantially undercut. Conversely, a minority (including this author) believe it is remarkable that FOTM has survived as long as it has because it is extraordinarily ill-suited to the real world of securities fraud (as hereafter explained). A third more nervous group of spectators are the managing partners of litigation-oriented law firms, who know that FOTM’s potential abolition would likely imply a steep decline in securities litigation, which is the staple of their practice. Ironically, some of the securities defense attorneys eagerly awaiting FOTM’s demise may next year be learning how to litigate patent cases. Be careful then what you wish for, as you may get it.
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Editor's Tweet: Professor John Coffee on Columbia Law: After The Fraud on the Market Doctrine: What Should Replace It?

ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws

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In the latest instance of proxy advisors establishing a governance standard without offering evidence that it will improve corporate governance or corporate performance, ISS has adopted a new policy position that appears designed to chill board efforts to protect against …

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Editor's Tweet: ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws

Increasing Transparency, Consistency, and Fairness in Pre-Trial Bargaining Under the Foreign Corrupt Practices Act

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The following comes to us from Peter Reilly, Associate Professor of Law, Texas A&M School of Law. 

Wal-Mart is one of the wealthiest and most powerful companies in the world.  And billionaire gambling magnate Sheldon Adelson is one of the …

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Editor's Tweet: Increasing Transparency, Consistency, and Fairness in Pre-Trial Bargaining Under the Foreign Corrupt Practices Act

Shareholder Wealth Maximization and its Implementation under Corporate Law

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The following comes to us from Bernard S. Sharfman, Visiting Assistant Professor of Law at Case Western Reserve University School of Law.

When should courts participate in determining if a corporate decision maximizes shareholder wealth? That is the question at …

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Editor's Tweet: Bernie Sharfman on Shareholder Wealth Maximization and its Implementation under Corporate Law