Corporate Governance

News & Analysis as of

Blog: It’s Deja Vu All Over Again: House Bill To Repeal Pay-Ratio Provision

On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one...more

Securities and Governance Update: October 2015 Update

This summer, the SEC proposed a new clawback rule (Proposed Rule 10D-1) to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). Section 954 of Dodd-Frank added a new...more

SEC Brings First Cybersecurity Enforcement Proceeding in Wake of Risk Alert

Highlights Areas of High Risk and Examination Priorities for Financial Industry Firms - On September 15, the U.S. Securities and Exchange Commission’s (SEC’s) Office of Compliance, Inspections and Examinations (OCIE),...more

Astros in the Playoffs, Will Hell Freeze Over?

When recently I contacted the Underworld about the potential listing of this vast property, I was stunned when Satan himself answered the phone. While I was tempted to ask what happened to all his hired help down there,...more

Blog: Boards Still Pale, Stale And Male After All These Years. Could This Be Why?

PWC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about...more

Blog: Is TSR Really The Best Performance Metric?

While TSR (total shareholder return) is increasingly used a performance metric for executive compensation, a study by Cornell University and Pearl Meyer, an executive compensation consultant, showed no real correlation to...more

SEC Ramps up Cybersecurity Scrutiny With Examination Priorities and an Enforcement Action

Why it matters - Signaling that it will continue to increase its scrutiny of firms' cybersecurity readiness, the Office of Compliance, Inspections and Examinations of the Securities and Exchange Commission (SEC) issued a...more

Blog: Checklist: Setting Up a New Private Limited Company in the UK

If you have decided to incorporate a company in the UK, or to purchase and tailor a “shelf company” – use this checklist to ensure you have all the information you need. ...more

SEC Steps Up Cybersecurity Enforcement

September has been a busy month for the SEC in addressing cybersecurity. In the span of a week, the SEC issued a new alert in connection with its cybersecurity examination of Wall Street firms, entered a Cease and Desist...more

CSA Findings from Gender Diversity Disclosure Requirements Review Released

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers as it relates to the...more

Government drops corporate crimes offence initiative

The Ministry of Justice has stated during Parliamentary questions that it will not be bringing forward a new offence of a corporate failure to prevent economic crime and the rules on establishing corporate criminal liability...more

ISS Publishes Results of 2015–2016 Annual Global Policy Survey

On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of...more

Corporate and Financial Weekly Digest - Volume X, Issue 38

SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more

Perspectives - September/October 2015

In a decision in which no opinion commanded a majority, the Ohio Supreme Court sided with a private entity — a charter school operator — in a dispute over the ownership of personal property purchased by the operator with...more

Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Activist Hot List: Fall 2015

Listed below are selected funds with a recent history of US shareholder activism that we expect will continue those activities in connection with the 2016 proxy season. Companies should note that these activists may not...more

Blog: Are Companies Now Quicker To Settle With Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

Australian Superannuation Update: Independent Directors Superannuation Governance Bill

On Wednesday, 16 September 2015, the government tabled legislation that, if passed, will impose, in the case of corporate trustees, a requirement that one third of directors be independent from the trustee with an independent...more

TSX Expands Exemptions Available to Interlisted Issuers

On September 10, 2015, the Toronto Stock Exchange (TSX) published a Notice of Amendments to the TSX's Company Manual. The Amendments modify, expand and formalize certain exemptions available to issuers listed on the TSX which...more

Addressing Cybersecurity in Board Committee Charters

As boards of directors have become more focused on their fiduciary duties to oversee cybersecurity, new governance practices have begun to develop. For example, many companies have shifted cybersecurity oversight from the...more

The VW Scandal: Insular Senior Management and Ethical Breakdowns

The Volkswagen scandal will be studied for years. One of many themes from the Volkswagen scandal will rest on the complete absence of any commitment to corporate governance. Volkswagen’s weird corporate structure (it is owned...more

Hong Kong Regulatory Update

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

EIOPA issues Solvency 2 guidelines translations

EIOPA has published its second set of Solvency 2 guidelines translated into all official languages. These cover areas from all the three pillars (quantitative requirements; governance requirements; reporting and disclosure)....more

TN Ethics Opinion Approves Lawyers’ Cloud Storage of Client Data

Tennessee has joined other states in formally approving lawyers’ cloud-storage of client-confidential data. The Board of Professional Responsibility (“BOPR”) held that lawyers ethically may use cloud storage for...more

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