One of the requirements of registration as a registered
investment adviser is the appointment of a Chief Compliance Officer and the
establishment of a formal compliance program. The SEC stated that a firm need
not hire a new person to be the CCO. However...
I will admit that I have been personally dismissive of
the Occupy Wall Street movement and the splinter group of Occupy Boston that I
pass by on the way to the office. Yesterday's post on Occupy
LEGO Land was an example. They lack a message and...
I continue to be impressed with the Occupy Wall Street
protesters. They are a daily, hourly reminder of the dysfunctionality of
our political and economic system, and of the power appropriated by a small
group of people in this country. People say...
you follow news affecting auditors, you may have noticed that the PCAOB made a
very rare disclosure yesterday about one of the big four firms,
Deloitte. The PCAOB said that Deloitte was previously sanctioned for not
being skeptical enough to challenge...
Apparently the various groups of potential bidders
(strategics and private equity) for Yahoo! are balking at signing the NDA
Yahoo! has offered up to them. According to Reuters , what's causing the consternation is
the "no cross-talk"...
When the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Dodd-Frank) became law in 2010, it included a requirement that
most publicly traded companies include in their annual shareholder meeting
agendas an advisory vote to approve the compensation...
by Gary Larkin
Even though shareholders approved most of the executive
compensation plans put up for vote in the 2011 proxy season, the tiny minority
of failed say on pay votes are getting an inordinate amount of attention for a
myriad of reasons...
by Gary Larkin
If there is one message that comes across loud and clear
from the newly released Sustainability Matters: Why and How Corporate Boards Should
Become Involved from The Conference Board, it is that U.S. corporate
directors still lack...
In an interesting October 14, 2011 post-trial opinion,
Delaware Chancellor Leo
Strine entered a $1.263 billion award in the Southern Peru Copper
Corporation Shareholder Derivative Litigation. The lawsuit relates to Southern
Peru's April 2005 acquisition...
Reform of SEC Regulation A has taken a big step
forward in the US Congress. As regular readers know, the House Financial
Services Committee approved a bill to increase the amount which can be raised
in the "mini public offerings" permitted...
In the case of In Re The Goldman Sachs Group, Inc.
Shareholder Litigation , C.A. No. 5215-VCG (Oct. 12, 2011), read opinion here ,
Vice Chancellor Glasscock, in his first major corporate law decision, granted
defendants' motion to dismiss a derivative...
SciClone Settles FCPA Follow-on Derivative
Suit : In a settlement that involves a company with
significant Chinese operations -- and that also may represent something of a
template for the settlement of FCPA enforcement follow-on civil lawsuits --...
The public release of the GMI
Risk List on October 12, 2011 raises the most critical question of
fiduciary responsibility. There has been extensive discussion of the
propriety of trustees' investing in index funds due to the probability that
The October 4 PIPEs Report lets us know that tiny
Israel is becoming more and more popular for PIPE investors that have turned
their attention away from China. The PR reports that at least 12
companies from Israel raised $147.45 million from PIPEs...
In re Rehabilitation of Manhattan
Re-Insurance Co. , C.A. No. 2844-VCP (Del. Ch. Oct. 4, 2011).
Read opinion here .
Whether the Court of Chancery has original and exclusive
jurisdiction over insurance rehabilitation proceedings...
Every now and then, I run across a case that makes me
stop and say, " What ?" I had that experience recently when I read the
September 21, 2011 opinion of Middle District of Tennessee Judge John T. Nixon
in an insurance coverage dispute involving...
The Public Company Accounting
Oversight Board's recently issued twenty-two page Staff
Audit Practice Alert No. 8 for audits of companies with operations in
emerging markets offers a good summary of the standards that require auditors
to test for...
The topic of audit industry reform is hot again. OK,
that's relative to where you stand on what's hot. But in the world of legal and
regulatory compliance and auditors the only thing hotter would be a significant
development in the New York...
by Gary Larkin
By now you've most likely heard of the conflict minerals
disclosure section in the voluminous Dodd-Frank Wall Street Reform and Consumer
Protection Act. For those companies who might be affected by the new proposed
In an example that not all transaction-related litigation
is created equally, Reuters is reporting Del Monte and Barclays have agreed to a
settlement in the pending challenge to the Del Monte transaction. You'll
remember that Vice Chancellor Laster's...
My " This
Week in FCPA " colleague, Howard Sklar and I often
call the News Corp matter the case that keeps on giving. However, the same
might be said about the ongoing issues surrounding Hewlett-Packard (HP). From a
bribery and corruption...
by Gary Larkin
Among U.S. public companies, the role of lead director is
being taken seriously enough that is the subject of a blue ribbon commission
report by the National Association of Corporate Directors (NACD) that was
unveiled at that organization's...
New Jersey Carpenters Pension Fund v.
infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011),
read opinion here .
Whether directors breached their duty of loyalty in
connection with the sale of a company based on their domination...
I think the whole experience of delivering highly
publicized speeches (my recent International Corporate Governance Network (ICGN) speech is here ) to an entire
constituency gives you the opportunity to ask a self-answering
question. And the real question...
by Gary Larkin
Consider the following when your board next discusses
sustainability: " More votes cast in @ PepsiCo
Performance with Purpose campaign than in the last US presidential election."
That nugget came out of the Sept. 26 panel...