Showing archive for: “Corporate Governance”
The jurisprudential significance of blogs
Gordon Smith notes that this issue came up at a Columbia conference on Delaware law and courts. He observes that the Glom gets a plug on a speaker’s slide. So I’ll mention that above the Glom on the pictured slide we find. . . Truth on the Market.
Herman Cain, AGCO, and the Oil-for-Food Bribery Settlement
I don’t share this to offer an opinion on the underlying action, but I thought it would be an item of interest to our readers. Much has been written on this blog about challenges in the SEC’s FCPA enforcement process. I am surprised the news media hasn’t touched Herman Cain’s relationship with AGCO Corp. during ... Herman Cain, AGCO, and the Oil-for-Food Bribery Settlement
What happens to a law firm’s work after the firm dies?
Today’s WSJ covers the Howrey bankruptcy and specifically the ex-partners’ and their new firms’ potential liabilities for unfinished business taken from Howrey. As the article says, Howrey’s bankruptcy trustee, the custodian of its claims under state law, “has the right to sue for profits generated by work that partners started at their old law firms ... What happens to a law firm’s work after the firm dies?
Say on say on pay?
“Say on pay” seems like one of those “chicken soup” ideas — at best salutary and at worst unobjectionable. Who could object to letting the shareholders vote on executive pay? Minor Myers, for one, in The Perils of Shareholder Voting on Executive Compensation. He suggests that “the more involved shareholders are in a firm’s managerial ... Say on say on pay?
Abolishing corporate personhood
Since the day it was handed down, Citizens United has been a kind of political flypaper for bad laws. The first dead bugs sought to exploit the decision’s caveats by targeting disclosure and shareholder approval (the Shareholder Protection Act, critized here) and prohibiting political expenditures by government contractors (the Disclose Act). More recently, CU-haters are ... Abolishing corporate personhood
The uncorporate approach to poor earnings
Yesterday’s WSJ reported that hedge funds are facing possible investor redemption demands: As the year comes to a close, some investors say they are reviewing how their managers have performed through the recent volatility and are making decisions about whether to cash out of underperforming funds. Investors who want out before the end of the ... The uncorporate approach to poor earnings
The emerging venue battle in El Paso/Kinder Morgan
T-R’s Alison Frankel writes (HT Pileggi) about dueling suits in Texas and Delaware challenging the El Paso/Kinder Morgan merger: Three class actions in Texas state court and two class actions and a shareholder derivative suit in Delaware Chancery. It looks like this merger may bring to a head the “escape from Delaware” phenomenon I discussed ... The emerging venue battle in El Paso/Kinder Morgan
A questionable criticism of “alternative” entities
Steve Bainbridge invites my opinion of Delaware lawyer Edward McNally’s view that alternative entities “may not protect investors.” By “alternative entities” he is referring to limited liability companies and limited partnerships, despite his own recognition that they “have become the preferred form of entity for new businesses” (so why aren’t corporations “alternative entities”)? He uses ... A questionable criticism of “alternative” entities
A Macro Conference
I was invited to attend the Financial Times Global Conference “The View From the Top: The Future of America” and since I was in New York anyway I thought it would be fun. I don’t hang around with macro types much, and even less with liberal macro types. I will not summarize the entire conference, ... A Macro Conference
The cash hoarding problem and some solutions
As I discussed last May, corporations are hoarding cash. According to today’s WSJ, they’re still hoarding cash. Mira Ganor writes, in Agency Costs in the Era of Economic Crisis, that it could be about CEO compensation. Here’s the abstract: This Article reports results of an empirical study that suggests that the current economic crisis has ... The cash hoarding problem and some solutions
Illinois Corporate Colloquium: Choi on SEC backdating investigations
Yesterday at the Illinois Corporate Colloquium Steve Choi presented his paper (with Pritchard and Weichman), Scandal Enforcement at the SEC: Salience and the Arc of the Option Backdating Investigations. Here’s the abstract: We study the impact of scandal-driven media scrutiny on the SEC’s allocation of enforcement resources. We focus on the SEC’s investigations of option ... Illinois Corporate Colloquium: Choi on SEC backdating investigations
Debating the business judgment rule
Alison Frankel gripes about a NJ judge’s ruling throwing out a shareholders’ derivative suit seeking to hold the J & J board accountable for problems concerning the company’s Rispardal drug. Frankel thinks the bad faith standard the court applied is not high enough. Ted Frank responds that the fact that the company had settled criminal ... Debating the business judgment rule
