Tag Archives | law

Guest Post: Stay Informed with Jurify’s Free Corporate Governance Database

NicoleJassoLopez

Nicole Jasso Lopez

Guest Post by Nicole Jasso Lopez, corporate lawyer and President at Jurify.com, discussing how Jurify presents corporate governance resources and keeps you up-to-date on developments. 

Jurify’s mission is to make sense of the law at a time when much information is free but navigating it is becoming increasingly difficult and time-consuming.  And corporate governance is a particularly challenging area to navigate.  It is a patchwork of trends, best practices, successes and missteps supported and directed by a framework of federal and state law and rules of self-regulatory organizations, like the NYSE and Nasdaq. Continue Reading →

Continue Reading · 0

SEBI’s New Disclosure Guidelines for Mutual Funds

InGovernimagesGuest post from Shriram Subramanian, founder of InGovern Research Services with the objective of facilitating shareholder activism by institutional investors and thereby enhancing corporate governance in India. Proxy Advisory Services, Corporate Governance Research, Risk Monitoring, and Proxy Services. India’s SEBI, through a circular dated March 24th, 2014, released a new set of disclosure guidelines to be followed by mutual funds. These guidelines will be applicable from April 1st, 2014. Some of the important guidelines are: Continue Reading →
Continue Reading · 0

SRI Funds & Advisors Send Open Letters on Lawsuits Against Shareholders

SRIIt is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: Continue Reading →

Continue Reading · 0

3 Victories in a Row for Shareowner Rights: CMG Still Bumbling

EMCcmgThanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our proposal failed to comply with SEC Rule 14a-8 requirements for submitting a proposal.

In the briefest decision yet, Judge William J. Martinez, United States District of Colorado, issued the following on March 14, 2014: Continue Reading →

Continue Reading · 0

Video Friday: Margaret Blair – Making The Hard Call: The Unheralded Role of Corporate Boards of Directors

MargaretBlairThe UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of private sector governance arrangements in contract enforcement, the legal concept of corporate “personhood,” the historical treatment of corporations by the Supreme Court, and the problem of excessive leverage in financial markets.

Webcast sponsored by the Irving K. Barber Learning Centre and hosted by the Faculty of Law at the University of British Columbia. It has become part of the accepted corporate governance wisdom in the U.S., as well as in numerous other countries, that boards of directors of publicly-traded corporations Continue Reading →

Continue Reading · 0

Take Action: Join Nader’s Penny Brigade

RalphNaderSome have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access).  According to a recent article in the WSJ, the longtime consumer advocate is now putting together a shareholder-activism group. (Ralph Nader Adds Shareholder Activist to His Portfolio, 1/15/2014) Continue Reading →

Continue Reading · 0

Review: Corporation Nation

Corporation Nation (Haney Foundation Series) by Robert E. Wright  delves into the history of the corporation, particularly in pre-Civil War United States (the antebellum period). Like the earlier reviewed Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850, Corporation Nation addresses central issues such as agency theory, democracy and public interest through the lens of history.

Despite protests that corporations were potentially corrupting, U.S. state governments early on combined to charter more corporations per capita than any other nation—including Britain—effectively making the United States a “corporation nation.” Robert E. Wright traces the shift in corporate governance from relatively self-governing business republics to the much more regulated entities we are familiar with today. Continue Reading →

Continue Reading · 0

Job: General Counsel at CalPERS

CalPERS-logoCalPERS is still recruiting to fill its vacant General Counsel position.  This is an exciting opportunity for a visionary in the legal profession to play a key role in a preeminent public pension fund.  Under the direction of the Chief Executive Officer, the General Counsel supports CalPERS in the management of a global portfolio of more than $270 billion, as well as complex financial and actuarial functions. The position is based in Sacramento, California. Continue Reading →

Continue Reading · 0

CalPERS Launches Search for General Counsel

CalPERS-logoThe California Public Employees’ Retirement System (CalPERS) is seeking a visionary in the legal profession for the role of General Counsel to serve as a critical member of the organization’s Executive Team in support of CalPERS pension and health care programs.

The General Counsel advises the Board of Administration, Chief Executive Officer and the organization on a broad array of matters, including fiduciary duty and responsibility, investment transactions, securities litigation, corporate governance, public pension law, health care law and government law. The General Counsel reports directly to the Chief Executive Officer. Said Anne Stausboll, CalPERS Chief Executive Officer: Continue Reading →

Continue Reading · 0

Call for Papers: Purpose, Use, Potential Misuse of Stock Prices in Public Equity Market

MillsteinCenterPurpose, Use, Potential Misuse of Stock Prices in Public Equity Market

Deadline for Proposals:  November 15, 2013
Author Presentation of Findings:  September 19, 2014

The Investor Responsibility Research Center Institute The Millstein Center for Global Markets and Corporate Ownership have initiated a joint effort to better understand the purpose, use and potential misuse of stock prices in public equity markets. Details. Continue Reading →
Continue Reading · 0

Video Friday: Brian Cheffins on Comparative Corporate Governance

Brian R. Cheffins

Brian R. Cheffins

In 2012 Cambridge University launched a Masters degree in Corporate Law (the MCL), which offers students the opportunity to engage in detailed study of the legal and regulatory framework within which companies are governed and financed.

The MCL, a full-time nine-month program, is taught by the Cambridge Law Faculty’s team of corporate lawyers, widely recognized as one of the strongest in the corporate law field. The MCL, the first entirely new degree in Law to be established by Cambridge University since the nineteenth century, has been designed to combine Continue Reading →

Continue Reading · 0

Review: Law as Engineering

LawAsEngineeringLaw As Engineering: Thinking About What Lawyers Do takes a creative approach to law; instead of seeing law as closely associated with philosophy or economics, David Howarth points to legal design. Most attorneys aren’t involved in litigation. Like engineers, they are often hired to provide services not in the abstract but for particular purposes, mostly to facilitate transactions or deals. Continue Reading →

Continue Reading · 0

Shareholder Wealth Maximization: Implementation under Corporate Law

No time for my own analysis, but I though readers should be aware of this recent paper. Sharfman, Bernard S., Shareholder Wealth Maximization and its Implementation under Corporate Law (May 16, 2013). Florida Law Review, Vol. 65, No. 5 (2013). Full text available at SSRN.

Abstract: As its theoretical foundation, this article accepts shareholder wealth maximization as both the primary norm of corporate governance and the objective of corporate law. If so, then any model of corporate law must explain why courts have historically shown little interest in reviewing a Continue Reading →

Continue Reading · 0

Review: Whistleblower Laws

In The Successes and Failures of Whistleblower Laws, Robert G. Vaughn puts his life-long interest in perspective. A background with Nader’s Raiders studying federal agencies, work as an attorney representing whistleblowers, academic research and insights gained through study abroad facilitate Vaughn’s ability to evaluate the laws through theory and practice, stories and themes.

From Stanley Milgram to the Stanford prison experiments, My Lai Massacre and civil rights cases, Vaughn explores those who actually took up the adage, ‘question authority’ and the laws that evolved to protect them. He delves into famous cases, such as that of Frank Serpico and Daniel Ellsberg, as well as those far more obscure but also important. We also see how protections largely started in the civil service Continue Reading →

Continue Reading · 0

Corporate Directors Forum 2013: Bonus Session

Below are some relatively quick notes I took at the Corporate Directors Forum 2013, Bonus Session, held on the beautiful campus of the University of San Diego, January 27, 2013. For a list of conference materials, see the Forum’s official site. My site, Corporate Governance (CorpGov.net) is unaffiliated.

The program was subject to the Chatham House Rule, so there will be little in the way of attribution. Don’t expect complete sentences or thoughts either. The links are mine but don’t represent an endorsement by me. They just seemed relevant in a split second decision of how to add a little value to the conversation. Opinions will differ. I throw out lots of opinions. Some are those of panelists, some are mine, and some came from the audience.  I learned a few things, renewed acquaintances and made some new ones. I hope this provides readers with some sense of the discussion. That’s my main objective. Continue Reading →

Continue Reading · 0

What to Expect in Regulation/Litigation

Center for Corporate and Securities Law 2013 Directors Forum Bonus Session looks like great add-on to the main event, Directors Forum 2013: Directors, Management & Shareholders in Dialogue, University of San Diego – Institute for Peace & Justice, Sun – Tues, 1/27-29/2013. See ten part coverage from 2012.

The bonus session is Sunday, January 27, 2013 from 2:30 p.m. to 4:45 p.m. in the Kroc Institute for Peace & Justice Theatre on the Continue Reading →

Continue Reading · 0

Take Action: Write to Chevron to Protect Shareowner Rights

Chevron’s subpoena of e-mails in this case goes well beyond the individual players and is a threat to the communication rights of all shareowners. Action: Please take 60 seconds right now to send a message similar to the following to Chevron:

I write to protest Chevron’s subpoena seeking emails and communications from Trillium Asset Management and Simon Billenness to hundreds of organizations, investors and individuals active in challenging Chevron on its oil pollution crisis in Ecuador.

Your action is without precedent. Never before have shareowners faced such a legal challenge for merely communicating with each other. This is a brazen attack on shareholder rights. I urge you to reconsider your position and withdraw your subpoena.

I share the following from the Needmor Fund and Zevin Asset Management on behalf of everyone who is concerned with the rights of shareowners and the rights of people: Continue Reading →

Continue Reading · 0

Free Handbook: Corporate Governance and Securities Laws for 2013

Public companies are subject to an extensive and complex regulatory regime under the U.S. federal securities laws and stock exchange listing rules.

This free handbook from Vintage Filings provides an overview of the securities law and stock exchange reporting, disclosure and corporate governance requirements applicable to public companies and their officers, directors and large shareholders. Continue Reading →

Continue Reading · 0

Lowell Milken Institute Offers Law Teaching Fellowship

Lowell Milken

Lowell Milken

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship, a full-time, year-round, one or two academic-year position (approximately July 2013 through June 2014 or June 2015).  The position involves law teaching, legal and policy research and writing, preparing to go on the law teaching market, and assisting with organizing projects such as conferences and workshops, and teaching.  No degree will be offered as part of the Fellowship program. Continue Reading →

Continue Reading · 0

Crowdfunding Amicus Curiae on Gabelli v. Securities and Exchange Commission

William Michael Cunningham, of Socially Responsible Investment Research is attempting to crowdfund the filing fee for a friend of the court brief at the US Supreme Court.

The case involves defendant Mark Gabelli, who was the portfolio manager for the Gabelli Global Growth Fund (GGGF), as well as several affiliated funds, from 1997 until 2004. Defendant Bruce Alpert had been the Chief Operating Continue Reading →

Continue Reading · 0

Review: Corporate Governance: Cases and Materials

This comprehensive case book sheds light on the complicated regulatory framework and the dynamic nature of laws on corporate governance in the United States. Chapters typically cover regulations promulgated by federal, state, and self-regulatory organizations. Corporate governance is examined through case law with ample discussion to provide context concerning evolving practices and normative concerns. In that regard, the authors give voice to a wide variety of perspectives, including their own. Corporate Governance: Cases and Materialsby J. Robert Brown, Jr., Professor of Law, University of Denver Sturm College of Law; Lisa L. Casey, Associate Professor of Law, Notre Dame Law School. Continue Reading →

Continue Reading · 0

United States of America v. Carollo, Goldberg and Grimm: Mafia Tactics on Wall Street

Someday, it will go down in history as the first trial of the modern American mafia. Of course, you won’t hear the recent financial corruption case, United States of America v. Carollo, Goldberg and Grimm, called anything like that. If you heard about it at all, you’re probably either in the municipal bond business or married to an antitrust lawyer. Even then, all you probably heard was that a threesome of bit players on Wall Street got convicted of obscure antitrust violations in one of the most inscrutable, jargon-packed legal snoozefests since the government’s massive case against Microsoft in the Nineties – not exactly the thrilling courtroom drama offered by the famed trials of old-school mobsters like Al Capone or Anthony “Tony Ducks” Corallo. Continue Reading →

Continue Reading · 0

Review: Corporate Governance and the Global Financial Crisis

Corporate Governance and the Global Financial Crisis: International Perspectives by William Sun, Jim Stewart, and David Pollard addresses the worldwide crisis that cost Americans an estimated average of $188,000 per household. We will be paying back that debt for decades… or perhaps more accurately, our children will be paying back that debt. Yes, we’ve passed the usual spate of laws after a financial crisis and regulations are still being written, but almost nobody I talk to, except perhaps those on Wall Street, thinks we have solved the issues. This book discusses some of the weaknesses, such as executive pay, risk management, board practices, regulation capture, the failure of shareowners to obtain and/or exercise rights, etc. Perhaps more importantly, many of the contributing scholars offer possible solutions. Continue Reading →

Continue Reading ·

Review: Shareholder Democracies?

Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in Continue Reading →

Continue Reading ·

Corporate Directors Forum 2012 Part 7: Laster Inspires Multi-forum Nightmare – Small Claims Shareowner Flash Mobs

These are some relatively quick notes that I’m sharing from the Corporate Directors Forum 2012, held at the University of San Diego, January 22-24, 2012. This post diverges to a flight of fancy inspired by a problem raised by judge J. Travis Laster at the Forum… a flight of fancy that borders on nightmare. In part 8 I promise to get back to reality and actually report again on the Forum. Continue Reading →

Continue Reading ·

Corporate Directors Forum 2012 – Part 1: Shareholder Hot Topics

These are some relatively quick notes that I’m sharing from the Corporate Directors Forum 2012, held on the beautiful campus of the University of San Diego, January 22-24, 2012. Since I am busy with no-action requests this proxy season (especially proxy access proposals), this post may be a cryptic… not complete sentences bt hopefully mor intelligible thN txt msgN. Continue Reading →

Continue Reading ·

Audio Friday: Federalist Society Panel on Proxy Access – Special Bonus re Bain Capital

Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank to promulgate Rule 14a-11 requiring public companies to include in their proxy statements director nominations proposed by Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by Woo Themes