”A recent proceeding under the Canadian anti-corruption statute, reflects a further step toward a global convergence on the benchmarks of anti-corruption compliance. Niko Resources Ltd., an international oil and natural gas exploration and production company headquartered in Calgary, recently pleaded guilty to violations of Canada’s Corruption of Foreign Public Officials Act and agreed to implement […]
Category: Law
10/26 TSE Announcement: “Request in relation to recent issues pertaining to listed companies”
Tokyo Stock Exchange, Inc. and Tokyo Stock Exchange Regulation hereby released the Request in reaction to recent issues pertaining to listed companies.
Request in relation to recent issues pertaining to listed companies (Reference Translation) –
http://www.tse.or.jp/english/news/09/b7gje6000000r78v-att/request_20111026.pdf
A Look Back at Access Shareholder Proposals in 2007
As we prepare for the upcoming proxy season and the answer to the question of whether we will see many, any, or only a few targeted, proxy access shareholder proposals (see the Davis Polk memo), we look back to the last time when proponents had the opportunity to make access proposals. In 2007, two major […]
Spotlight on Shareholder Proposals: Internal Pay Ratio Disclosure
Section 953(b) of Dodd-Frank requires companies to disclose the internal pay ratio between the total annual compensation of their CEO and the median total annual compensation of their employees. Effectiveness of the requirement has been delayed until the SEC promulgates implementing rules. Meanwhile, companies have complained that the calculations required to comply with the disclosure requirement are burdensome and unfeasible, and proposals for Section 953(b)’s repeal have been introduced in Congress.
A Win, of Sorts, for Goldman – What is Next?
As revealed in court documents filed last week, a series of lawsuits filed in New York by shareholders who claimed that bonuses paid to Goldman Sachs employees resulted in corporate waste were dismissed on September 21, 2011. Security Police & Fire Professionals of America Retirement Fund and Judith A. Miller sued the investment bank in […]
Freshfield’s “Guide for Directors of Subsidiary Companies in Japan”
Freshfield's Guide for Directors of Subsidiary Companies in Japan is well worth reading if you are adirector on a subsidiary company board and have never learned much about your duties and responsibilities under Japanese law.
Japanese Supreme Court Case – Shareholders Appraisal Rights in Demerger
Freshfields Bruckhous Deringer has produceda useful short memo summarizing the impact of the decision by the Japanese Supreme Court earlier this year regarding the appraisal rights (to receive a fair price) of an objecting shareholder in a demerger.
Tokyo’s New Anti-Organized Crime Ordinance – a Potential Corporate Governance Minefield?
Professor Colin P.A. Jones, Doshisha University Law School
In the legal universe, municipal regulation and corporate governance occupy different solar systems. This may explain why few people orbiting the sun of Japanese corporate governance may have noticed the potential significance of Tokyo’s prefectural Anti-Violent Crime Group ordinance, which was passed on March 18, 2011 and comes into force on October 1.
10 Simple Questions Many Directors Probably Can’t Answer. Can You?
Just for fun, here are some simple questions. I betmore than halfof the directors on Japanese public company boards cannot answer all 10questions correctly.
If you sit on the board of a private company in Japan, and you don't know the answers, you too may need to worry about what else you don't know.
1) How is the duty of due care interpreted in Japanese courts?What is the business judgment rule and how is it interpreted?