Showing archive for: “Corporate Governance”
Clinton, Obama, and Wal-Mart
At his new and excellent blog Hodak Value, frequent TOTM commentor Marc Hodak offers the following in response to a post at the Daily Kos implying that Wal-Mart’s treatment of its workers should give rise to a level of concern similar to that of the Rwandan genocide: My standard for concern about an organization is ... Clinton, Obama, and Wal-Mart
Dow Jones Board Action: Nice exam question
Does a bid for Dow Jones implicate Revlon duties? Can a board “just say no”? What if the Board says nothing, b/c they know a majority of their s/h will not vote for the acquisition? This is the stuff good Corporations or M&A exam questions are made of. Luckily, counsel to the Dow Jones Board must have paid ... Dow Jones Board Action: Nice exam question
Congratulations to Kate Litvak!
Kate Litvak (UT Law, and friend of TOTM) , whose excellent paper (discussed around the blogosphere here and here), “The Effect of the Sarbanes-Oxley Act on Non-US Companies Cross-Listed in the US,” has been selected as the best paper for the forthcoming special issue of the Journal of Corporate Finance associated with the Boundaries of ... Congratulations to Kate Litvak!
North Dakota Publicly Traded Corporation Act
The governor of North Dakota recently signed into law the North Dakota Publicly Traded Corporation Act (ht: Broc Romanek). The Act resembles a shareholder activist wish list including majority voting for the election of directors, elimination of staggered boards, advisory shareholder votes on executive compensation, shareholder proxy access, proxy contest reimbursement, poison pill restrictions, etc. ... North Dakota Publicly Traded Corporation Act
Mickey Mouse Investment Banks
Last month, at Tulane’s Corporate Law Institute, Delaware Vice Chancellor Leo Strine suggested that it might not be prudent for directors to consult “Mickey Mouse†investment banks when assessing a going private (or other) deal. Normally I am a huge Strine fan. But I think he missed the bus on this one. Let me first ... Mickey Mouse Investment Banks
Dear Wal-Mart, Shareholders *own* the corporation.
Today’s WSJ had an article titled “Wal-Mart Apologizes to Groups That Were Focus of Surveillance,” which noted that Wal-Mart apologized for responding to large institutional shareholders as “threats.” Obviously Wal-Mart realized a bit too late that it was absurd, from an investor relations standpoint (and a corporate governance standpoint), to refer to the owners of ... Dear Wal-Mart, Shareholders *own* the corporation.
Another credit snob. Or is he just a snob?
Benjamin Barber (the author of the polemic, Jihad vs. McWorld) has an editorial in the LA Times today. Its title is: “Overselling capitalism: Why today’s markets are headed for disaster unless there is a shift in focus.” At first the editorial looks like a pretty standard entry in the growing line of comments suggesting we ... Another credit snob. Or is he just a snob?
"Can you have angst without a soul?" – Delaware Vice Chancellor Leo Strine
As promised, I am reporting back from Tulane’s Corporate Law Institute qua “Who’s Who in the M&A World” gathering. Leo Strine did indeed query today: “can you have angst without a soul?” (He asked in response to the statement that initial bidders fear deal-jumpers when waiting out a go shop period.) Though the WSJ was ... "Can you have angst without a soul?" – Delaware Vice Chancellor Leo Strine
Annual Corporate Law Institute: "Everybody who is anybody is there."
I leave tomorrow for Tulane’s Annual Corporate Law Institute. This conference is viewed by many as the top annual deal conference, so I am expecting great things (this will be my first time attending the conference). Indeed, the speaker line-up is incredible. Chief of OMA at the SEC, Chief Justice of the Del. Supreme Court, Vice Chancellor ... Annual Corporate Law Institute: "Everybody who is anybody is there."
Shareholder Proposal re: NO NEW stock options
DealBook reports that Goldman Sachs has included the following shareholder proposal from Evelyn Davis in its 2007 proxy statement: RESOLVED: “That the Board of Directors take the necessary steps so that NO future NEW stock options are awarded to ANYONE, nor that any current stock options are repriced or renewed (unless there was a contract ... Shareholder Proposal re: NO NEW stock options
Helpful Law Review Articles?
Adam Liptak, in the NYT, penned an interesting article on the declining level of usefulness that law review articles appear to have in judicial opinions. (Orrin Kerr has a nice post on the article.) Various quotes in the article make clear that some members of the judiciary do not find law review articles particularly helpful in deciding ... Helpful Law Review Articles?
Insider Trading: Sin or Crime? (or None of the Above?)
R. Foster Winans knows insider trading. A former author of the Wall Street Journal‘s Heard on the Street column, Winans was a key figure in an insider trading case that went all the way to the U.S. Supreme Court. In that case, Carpenter v. United States, the Court affirmed securities fraud and mail/wire fraud convictions ... Insider Trading: Sin or Crime? (or None of the Above?)
