Proposed Amendments to Delaware Code to Facilitate Majority Voting for the Election of Directors
From the ISS Corporate Governance Blog: In another development in the debate over board elections, the executive council of the Corporate Law Section of the Delaware State Bar Association has issued a recommendation on the issue. On April 20, the lawyers’ group endorsed draft legislation to amend the Delaware General Corporation Law to enable shareholders ... Proposed Amendments to Delaware Code to Facilitate Majority Voting for the Election of Directors
UnitedHealth Option Backdating Lawsuit Complaint
As I noted in this post, there are a variety of federal securities law claims that could be alleged with respect to option backdating. The case filed against UniteHealth, however, is a derivative suit which indicates it is based on state law claims. I was curious as to what exactly the claims are so I ... UnitedHealth Option Backdating Lawsuit Complaint
SEC Chairman testifying before Senate committee this morning
SEC Chairman Christopher Cox will be testifying this morning before the Senate Committee on Banking, Housing, and Urban Affairs. The hearing is titled “A Review of Current Securities Issues” and starts at 10:00 a.m. EST. Click here for the live Webcast. I wonder if they’ll ask him about the SEC’s internal controls problems? Update:Â CFO.com ... SEC Chairman testifying before Senate committee this morning
Option expensing has arrived
Under SEC rules, a public company is required to start expensing options commencing with its quarter one 10-Q for its fiscal year beginning after June 15, 2005. This means the time has arrived for public companies with calendar year-ends, and as a result, this month many companies have reported or will be reporting for the ... Option expensing has arrived
Legal Structure for Co-Blogging
Many of the papers for the upcoming Bloggership conference are available on SSRN here. I’ve skimmed a number of them. One paper in particular I want to talk about is Eric Goldman’s paper “Co-Blogging Law.� Here’s the abstract: Bloggers frequently combine their efforts through joint blogging and guest blogging arrangements. These combinations may be informal ... Legal Structure for Co-Blogging
New Academic Paper on Option Backdating
Following up on this post, a new paper entitled “The Dating Game: Do Managers Designate Option Grant Dates to Increase Their Compensation?� was recently posted on SSRN (click here). The paper was co-authored by two U. of Michigan Finance professors, M.P. Narayanan and Hasan Nejat Seyhan. Here’s the abstract: We provide evidence of a dating ... New Academic Paper on Option Backdating
Option Backdating: The Next Big Corporate Scandal?
Option backdating was on page one of the W$J again yesterday (here). The story was spurred by comments made by UnitedHealth’s CEO, William W. McGuire, during UnitedHealth’s First Quarter 2006 Results Teleconference on Tuesday. UnitedHealth’s option grants to Dr. McGuire were among those cited as suspicious by a March 18 page one W$J (article here; ... Option Backdating: The Next Big Corporate Scandal?
Call for Papers: Second Annual Conglomerate Junior Scholars Workshop
The Conglomerate blog has issued a call for papers for its innovative blog-based workshop. They’re looking for submissions by junior scholars on corporate law, securities, contracts, business tax, finance, antitrust or law and economics. Click here for more details.
Shameless Self-Promotion
I’ve always been puzzled by the fairly widespread custom in the blawgosphere, on listservs, etc. of referencing “shameless self- promotion� when promoting one’s work (scroll down for recent examples on this blog). The reason this puzzles me is because it implies that some people are ashamed of self promotion or perhaps that self-promotion is unseemly. ... Shameless Self-Promotion
BlogBurst Invitation
As discussed in this post, BlogBurst, a new blog syndication service, was launched last week. BlogBurst syndicates articles from hundreds of blogs for use by traditional media outlets who pay a fee to use the service. As I noted in the post, you can apply at blogburst.com to have your blog included in the service, ... BlogBurst Invitation
Exxon’s CEO didn’t really get a $398 million retirement package
There’s been a number of headlines lately (see, e.g., here and here) about the $398 million “retirement packageâ€? Exxon awarded to Lee Raymond, its former Chairman and CEO. A quick review of the underlying proxy statement, however, reveals that the headlines are materially misleading, if not dead wrong. The $398 million number comes from an ... Exxon’s CEO didn’t really get a $398 million retirement package
E Proxy Proposal and Proxy Contests
As I’ve blogged before (see here), the SEC has recently proposed amendments to the proxy rules to allow issuers and others to furnish proxy materials to shareholders by posting them on the Web and notifying shareholders of their availability (click here for the release). One of the SEC’s justifications for the changes is that “they ... E Proxy Proposal and Proxy Contests
