Category: Law

Federal regulators have proposed a rule that, if adopted, will require all systemically important financial companies to develop comprehensive contingency plans for the orderly resolution of their affairs under the United States Bankruptcy Code. http://bdti.mastertree.jp/f/mvlozxga

The SEC has proposed rules regarding compensation committees and their use of advisors. A summary by Skadden is in the data library at http://bdti.mastertree.jp/f/0uhkbpvr

(Titles and key linksonly. For full contents, see entriesbelow.)

SEC Announces Roundtable to Discuss Potential Use of IFRS in Financial Reporting

The Meaning of Murakami and Horie

Company Law Proposal: Constraining Self Interest http://bdti.mastertree.jp/f/uiw6ncko

Why Are Outside Directors Appointed? Do They Improve Corporate Performance?

The Legal System Advisory Council has been discussing amendment of the Company Law for almost a year now but there have been precious few significant, concrete proposals put forth by the private sector. So, I have recently made one.

There's lots of focus on increased disclosure about executive compensation in the U.S. , UK and Japan, but we thoughtthese perspectives from Canada might be useful.

http://bdti.mastertree.jp/f/huxlpnkd

The UK’s Ministry of Justice has distributed well-written guides about the Bribery Act, which is stricter in key areas than the US Foreign Corrupt Practices Act.

The European Commission's Green Paper on corporate governance and remuneration policies in financial institutions madenumber of significant suggestions, including:

a) limiting the number of board memberships, and requiring greater expertise and qualificationson boards;

b) mandating risk committees and stronger risk management functions;

c) fortifying the legal liability of directors under an expanded duty of care;

d)regulating or restricting stock options; and

The SEC has set forth a time linefor finalized rules as well as tentative timing for future proposals and rulings, with respect to all the changes and studies required by the Dodd-Frank Wall Street Reform and Consumer Protection Act that as signed into law on July 21, 2010.

http://www.sec.gov/spotlight/dodd-frank.shtml

The Dodd-Frank Act itself can be found here:

http://www.sec.gov/about/laws/wallstreetreform-cpa.pdf

The report of the NYSE Commission, issued this fall, summarized this particularreccommendation in the following way in its press release:

While independence is an important attribute for board members, the NYSE’s Listing Standards do not limit a board to just one non-independent director, and boards should seek an appropriate balance between independent and non-independent directors to ensure a proper mix of expertise, diversity and knowledge.

On September 28, ACGA sent a formal letter tothe Ministry of Justice and keymembers ofthe Legislative Advisory Council's Company Law Sub-Committee in Japan. The letter was made public and is available on BDTI's data libary athttp://bdti.mastertree.jp/f/l0ngs7zm.