The Deal Prof looks at The Carlyle Group's proposed IPO and
figures it's a corporate governance dud. I agree. Carlyle's Amended and
Restated Limited Partnership Agreement ( Appendix A to the S-1A ) has a dispute resolution provision
that is reprinted in relevant part below (it's lengthy...
An acquaintance in the compliance field sent me a copy of
Seidman's How and I let it sit around for months. (My "To
Read" stack has grown very tall.) I assumed How
was vanity book and would rattle on and on about Seidman's company: LRN. I
recently moved and my "To Read"...
by Barbara Blackford
The decision of whether or not to separate the chair and
chief executive roles remains a hot governance topic for public companies,
boards, and shareholders. While the number of companies separating the
roles of board chair and CEO has grown significantly over the past five...
American corporations today are like the great European
monarchies of yore: They have the power to control the rules under which they
function and to direct the allocation of public resources. This is not a
prediction of what's to come; this is a simple statement of the present state
by Barbara Blackford
A Director Note by Richard Sandler and Elizabeth
Weinstein, Davis Polk & Wardell, recently published by The Conference Board
examines the corporate governance practices of the top 50 IPO companies from
2009 through August 2011. A copy of the full Director Note is available...
Since the passage of Dodd-Frank, in the summer of 2010,
there has been a constant drumbeat from representatives of the corporate
community, particularly the Business Roundtable and the U.S. Chamber of
Commerce, regarding the need for an increased level of regulatory oversight
focused on proxy advisory...
The annual letter to Berkshire Hathaway shareholders of
Warren Buffett, the company's Chairman, is anticipated every year as much (or
arguably more) for its commentary on the financial world and the economy as it
is for its discussion of the company's performance. This year's letter (...
Belatedly, we boldly go where no Canadian actor has ever
gone before, to celebrate yesterday's birthday of William Shatner, Captain Kirk
of the original Starship Enterprise. I thought about Captain Kirk and his
leadership of the Enterprise in the context of a panel at Ethisphere's 2012
In a story first reported in the Wall Street Journal (WSJ), entitled " Halliburton Says Court Approved Corruption Lawsuit Settlement " , Sam Rubenfeld reported that Halliburton has settled a shareholder derivative action which had been filed in state district court in Houston, Texas. The lawsuit...
A number of PRC based issuers have been named as defendants in SEC enforcement actions. These cases involve a range of issues including financial fraud, manipulation and misuse of assets.
Misrepresentations and financial fraud are the central allegations in SEC v. SinoTechEnergy...
Professor Stephen Bainbridge, a corporate law expert much revered in Delaware and familiar to readers of these pages, has published an article entitled " Corporate Lawyers as Gatekeepers ", which thoughtfully addresses the role of the lawyer in the context of the corporate client.
I taped an episode of the Keiser Report last week while in New York. The focus was
Jamie Dimon with a bit of MF Global thrown in for heat. Max Keiser, the host,
asked me, "Why does Jamie Dimon of JPMorgan still have a job?"
Hard to say.
predicted in January that Dimon would...
At a recent Conference Board webcast, Governance Watch: Social Technology in the Boardroom .
Bob Zukis, Chairman and CEO of Saaskwatch Systems (and a Senior Fellow in
the Governance Center) and Barry Libert, Chairman and CEO of OpenMatters,
argued that it will.
I hardly have...
By Kimberly Gladman, CFA, Ph.D.,
Director of Research and Risk Analytics
This week is an exciting one in the field of responsible
investment: it marks the launch of the Global
Sustainable Investment Association , a network linking the
professional associations for responsible investment in Europe...
by Robert N. Rapp
In cases whether allegedly
incriminating statements given in the course of interviews during an internal
investigation conducted by the Audit Committee with the assistance of outside
counsel and forensic accountants should be admitted as evidence against a
person in his upcoming...
If you are interested in the process of board oversight
over corporate risk management, here is a short paper that you must read from the National
Association of Corporate Directors.
First, let me sincerely compliment the NACD for
discussing this topic and making portions of the discussions available...
A few years ago -- around the time of the 2010
Citizens United decision -- I was thinking about "corporate
citizenship" and corporate " speech ."
These ideas don't make sense to me. Corporations are a legal construct --
something made by humans -- and yet we've given...
Can you synthesize and reconcile the world's leading laws, regulations and commentaries on the best practices an anti-bribery and anti-corruption compliance program? I recently saw one such approach by Paul McNulty and Stephen Martin of the law firm, Baker and McKenzie. They have developed what they...
by Damion Rallis, Senior Research Associate
Last month, an eight-story garment factory building
collapsed in Bangladesh, killing more than 1,100 people. The Rana Plaza factory
collapse is not only the world's worst garment-industry disaster, but also a
resounding wake-up call to the hazardous...
As I have noted in prior posts (most recently here ), plaintiffs’ lawyers have rushed to filed “say on pay” lawsuits, either after a negative vote on the advisory shareholder vote on executive compensation, or more recently before the vote occurs based on alleged deficiencies in the...
So, this issues gets debated back and forth quite bit. On the one side are those that argue that LBOs are good corporate governance. The presence of debt and the high degree of equity ownership by managers pushes managers to improve efficiency and profitability of the firm in order to quickly pay down...
I can’t think of anybody who was satisfied with the way in which the consequences of the financial crisis of 2008 have been handled. There have been some indictments but always against very minor figures, and no prosecutions have been directed toward the major players in any of the large institutions...
WASHINGTON, D.C. — (Mealey’s) U.S. Supreme Court on Dec. 16 declined to review the wire fraud conviction of the former chief executive officer of biotechnology company InterMune Inc. based on a press release about a drug clinical study that federal prosecutors allege was false and misleading...
Governance Insight Alert
Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger to pay controversy, having lost two of its three...