Corporate Governance

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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Editor's Tweet: Baker & Hostetler discusses Mark Cuban Defeating the SEC's Insider Trading Charges http://wp.me/p2Xx5U-1Ef

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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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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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

SEC Releases Report on Regulation S-K’s Disclosure Requirements

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On December 20, 2013, the Securities and Exchange Commission released a report, required by Section 108 of the JOBS Act, that reviews the disclosure requirements in Regulation S-K.   The report summarizes the Commission’s prior initiatives, reviews the current disclosure requirements, …

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Conflicts of Interest and Competition in the Proxy Advisory Industry

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The following comes to us from Tao Li, Assistant Professor, Warwick Business School

Proxy advisors, private firms that help investors decide how to vote their shares, play an extremely powerful role in shaping corporate governance. As institutional investors vote billions …

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Editor's Tweet: Prof. Tao Li on Conflicts of Interest and Competition in the Proxy Advisory Industry