Category: Law

For some time it has seemed to me that our thinking about corporate governance has become blindered by the existingframework and playerswe have created, which have becomeself-sustaining and assumed to be immutablenomatter howimperfectthey are.This is the first of a series of ideas and suggestions that I hope will provoke productive discussion unhindered by such assumptions.

With this new law, multinationals have even more things to worry about with respect to avoiding actions that could be interpreted as corruption.

China has joined a growing number of countries that are implementing new criminal laws to prohibit payment of bribes to foreign officials. In doing so, China is seeking to encourage good behavior among the growing number of Chinese companies doing business overseas.

BDTI will be holding a seminar(panel discussion) onthe most importanttopics regarding amendment of the CompanyLaw,whichhas been underdiscussion by the MOJLegal System Advisory Committee for more than a year. Two members of thekey Committee will be on the panel, as well as one of Japan's most respected practicing lawyers, and a well-known fund manager andCEO/CIOspecializing in Japanese equities investment.

For those who may not know about them, these Youtube videos by th famous Bob Monks really get at some key pointsat the leading edge of (needed) corporate governance reformin his wonderful clear way:

http://www.youtube.com/user/ragmonks

Also, Bob's blog is located at http://www.ragm.com/.

Karl Moore has written this useful piece:

Introduction

In the press and popular blogs, there appeared several goodsummaries ofthe bizarre situation now surrounding proxy access after the The United States Court of Appeals for the District of Columbia Circuit took a chainsaw to the SEC's new proxy access rule. At present, it is entirely unclear whether the SEC will appeal the harsh ruling (asI think itshould), or whether it will give up temporarily or forever.

In an opinion issuedon July 22in the challenge brought by the Business Roundtable and U.S. Chamber of Commerce to the SEC’s adoption of proxy access, the U.S. Court of Appeals for the D.C. Circuit vacated the entire proxy access regime as an “arbitrary and capricious” exercise of the SEC’s authority.

CFA Institute has published the report, Asia-Pacific REITs: Building Trust through Better REIT Governance. This report provides eight recommendations for existing REIT structures in order to improve current governance practices and standards, with the ultimate goal of improvingunitholder protection.

This report is available at CFA's web site, http://www.cfaj.org/publications/Asia-Pacific%20REITs(E)ccb.v2011.n4.1.pdf

Hilmar Hierop has asked us to upload his paper on fiduciary fraud, aconcept now getting more traction inEuropean legal circles. Fiduciary fraud concerns fraud in the context of a relationship between a fiduciary and a beneficiary. Essential to fiduciary fraud is the non-compliance with the fiduciary duty of (absolute) loyalty of the fiduciary towards the beneficiaries and with the requirements regarding prudent asset management and the full and timely disclosure of conflicts of interest, which are inherent to the financial sector.

Mismanagement at Tepco is a symptom of deeper governance progems in corporate Japan

– Article by Nicholas Benes, at http://on.wsj.com/is5TJd

If you have trouble accessing/viewing the article, please feel free to contactBDTI at info@bdit.or.jp.