Category: Law

Skadden's very useful compendium of insights and developments in 2011-2012, many of whichboards would be wise to bebe aware of.

http://bdti.mastertree.jp/f/2pvl4xt1

Their own introduction:

The TSE has kindly prepared a translation of the interim proposal by the MOJ with respect to amendment of the Company Law of Japan, which is now up for public comment until the end of January.As readers probably know, the incumbentDPJ party initially started this third amendment process in 10 years with the goal of improviing corporate governance.

Translation: http://bit.ly/xbXMkh

Instructions for Public Comment: http://bit.ly/yFGtih

ＡＢＳＴＲＡＣＴ：　This paper explores corporate politics, governance and value in the S&P 500 before and afterCitizens United.

The public comment period for the mid-term report proposing amendment of the Company Law has officially started, and will end on 1/31.

Here is the link, including the FULL mid-term report:　

http://search.e-gov.go.jp/servlet/Public?CLASSNAME=PCMMSTDETAIL&id=300080089

We are pleased to present Inside the Courts (Volume 3, Issue 4), Skadden's securities litigation newsletter. This issue includes summaries and copies of selected noteworthy cases — principally decided from July to September 2011 — addressing the timely topics of, among others, directors and directors’ duties, foreign corporations, insider trading, M&A deal-driven litigation, and Securities […]

These posts saying that barring irrationality, lack of good faith, self-dealing etc. , directors cannot be held liable are undoubtedlycorrect under US (i.e. Delaware) law, but perhaps the issues deserves to be re-opened, or the list of exceptions where review does take place needs to be expanded a bit.

http://bit.ly/tyqMSN (blog post by Professor Bainbridge)

http://bit.ly/saUGAt

On Friday, November 19, ISS Corporate Governance Services released its U.S. Corporate Governance Policy Updates on voting recommendations for meetings occurring on or after February 1, 2011. The updates reflect a number of new or changed policies, most of which slant in the same direction: tighter shareholder-level oversight of executive compensation, and a willingness, perhaps even an eagerness, to use the say-on-pay tools mandated by the Dodd-Frank Act as a lever to effect change. Significant updates include:

See the excellent counter to Professor Bainbridge's opinion (The Fundamental Error…, in the comment to the entry a few slots below.

I recently attended a symposium where lawyers, financial regulators and a TSE representative discussed corporate scandals and how to address them. What was interesting was that everyone who spoke seemed to accept without question that companies did not just belong to the shareholders who owned them, but that their revenues represented the results of employee labor, payments by customers and so forth.

(This was so interestingwith regard to the coredebate about corporate governance,that we have posted much it here.)