Nasdaq now officially an exchange
As I blogged earlier (see here), Nasdaq has been working on becoming an “exchange” since 2001. As of Monday, it’s official (see here and here). As I said before: From my perspective (law professor who writes in the securities regulation area), one big positive of the change is that now both the NYSE and NASDAQ ... Nasdaq now officially an exchange
SSRN Top Tens for Corporate, Corporate Governance, and Securities Law
The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.
PCAOB’s position on spring-loading
PCAOB recently issued an audit practice alert entitled Matters Related to Timing and Accounting for Option Grants. The alert mostly addresses option backdating and potential resulting improper accounting. Spring-loading is only mentioned in a footnote on page 2: In addition, academic research has suggested the possibility that some issuers may have purposely granted options immediately ... PCAOB’s position on spring-loading
HCA Deal has "go shop" provision
I took a quick look at the HCA merger agreement to see whether any provisions would catch my eye. One did. The agreement contains a “go shop” provision (see earlier discussion of “go shops” here). Until 11:59 p.m. (EST) on September 12, 2006, HCA is free to solicit competing bids (see Section 7.4), although if ... HCA Deal has "go shop" provision
Single Member Board Committees
Today’s W$J has an article describing some of the option granting practices at Brocade (see here). Among them was the creation of a one member compensation committee consisting of Brocade’s CEO, Greg Reyes. The article gives the following as the reasoning: The process of granting stock options was cumbersome because the compensation committee met only ... Single Member Board Committees
Charges filed against Brocade CEO for option backdating
Story here. The SEC will hold a Webcast press conference at 5pm E.D.T. (click here).
SSRN Top Tens for Corporate, Corporate Governance, and Securities Law
The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.
ISS on Option Timing
Institutional Shareholder Services (ISS) has posted an eight-page white paper entitled An Investor Guide to the Stock Option Timing Scandal. The paper provides a good overview of the recent option backdating and spring-loading revelations. There has been a number of posts in the blawgosphere debating the legality of backdating and spring-loading. While these practices are ... ISS on Option Timing
Elizabeth Nowicki Rejoins Us
Elizabeth Nowicki of “not in good faith/bad faith” fame has rejoined us for an extended stint as a visiting associate guest. Welcome back Elizabeth.
SSRN Top Tens for Corporate, Corporate Governance, and Securities Law
After the jump find the current SSRN top tens for corporate, corporate governance, and securities law.
Wachtell, Lipton Supports Hedge Fund Regulation
The following is contained at the end of a June 28, 2006 Wachtell, Lipton, Rosen & Katz memo addressing the recent Court of Appeals decision to vacate SEC hedge fund registration requirements: In this era of hedge fund activism, the future of hedge fund regulation may impact the balance of power between public companies and ... Wachtell, Lipton Supports Hedge Fund Regulation
Backdated options and incentives.
A letter to the editor in today’s W$J (see here) asserts the following regarding option backdating: [B]y backdating options at the lowest price of the past period, say, three months, a company is not providing any more incentives to CEOs to work harder on behalf of shareholders. If anything, since the options are already in ... Backdated options and incentives.
