Collective action and asymmetric information problems resulting from
dispersed ownership necessitate the use of agents. These twin problems and relatedagency problems induce control transactions as a solution. These problems, however,also cause dilemmas relating to the governance of control transactions. An ex postjudicial intervention may be employed as a solution for the dilemmas.
Category: Law
MoFo: “Department Of Justice Official Provides Fresh Guidance on What Constitutes an Effective Corporate Compliance Program”
Morrison Foerster: When can a corporation’s compliance program help stave off indictment? Or at least secure it more lenient treatment from the Department of Justice when resolving a case? DOJ has given fresh guidance on this issue for our clients, signaling what we see as a new emphasis in evaluating corporate compliance. That guidance came in October 7, 2014 remarks by Marshall L. Miller, the Criminal Division’s Principal Deputy Assistant Attorney General (PDAAG).
Skadden: “Cross-Border Investigations Update”
Skadden has published a useful report about trends and specific developments and cases relevant to this topic. Today’s multinational corporations are well aware that regulatory and law enforcement investigations are often global in scope. U.S. authorities, for example, currently are conducting high-profile cross-border investigations concerning corrupt practices or bribery, market manipulation, tax fraud, price-fixing and sanctions violations, among other areas.
Canadian Disclosure Rules Regarding Women on Boards, Effective in 2015
（Quote from Andrew MacDougall,Partner at Osler, Hoskin & Harcourt LLP） Securities administrators in all Canadian jurisdictions other than Alberta and British Columbia have approved the final rule. The new rule is largely unchanged from the proposals issued earlier this year.
Nishimura & Asahi’s Memos on Various Squeeze-Out Methods in Japan, Some of Them New
New Method to Squeezing Out Minority Shareholders (July 2014)
http://bdti.mastertree.jp/f/h9qxszrb
Squeezing Out Minority Shareholders (prior memo)
http://bdti.mastertree.jp/f/rm1vkyl5
“Japan Discloses New Efforts to Combat Foreign Bribery, as OECD Steps Up Pressure on Japan to Increase Enforcement”
by Charles Duross, James Hough — from JD Supra business Advisorhttp://bit.ly/1oBhYSu
While many people don’t know it, a bribery scandal in Japan in 1976 was part of the motivation for the Foreign Corrupt Practices Act (FCPA), which was signed into law on December 19, 1977.
Risk Governance in Banking: Reforms Tend to Occur Most Where they are Least Needed
Paper: Reform Where it is Least Needed:Diffusion of Post Crisis Risk Governance Regulation – byShane Magee,Elizabeth Sheedy, andSue Wright — Those countries where shareholder and manager power is strongest (Japan, Switzerland, UK,US,) are least able to implement fundamental reforms.
European Commission Seeks Guarantees of Proxy Advisory Firms’ Work
(From David Polk) – A coalition of proxy advisory firms, including ISS and Glass Lewis, is disputing the requirements in the proposed EU revisions to the Shareholder Rights Directive related to their services, which could take effect in all EU member states.
The Ownership of Japanese Corporations in the 20th Century
(Major study on the shift in Japan from true owners exercising a voice, to voiceless cross-shareholdings in the post 1960 perior. ByJulian Franks, London Business School, CEPR and ECGI;Colin Mayer,University of Oxford, CEPR and ECGI; andHideaki Miyajima,Waseda University, WIAS and RIETI.)
THE VAGARIES OF VAGUENESS: AN ESSAY ON “CULTURAL” VS. “INSTITUTIONAL” APPROACHES TO JAPANESE LAW
By Stephen Givens* PROLOGUE This essay grew out a presentation I gave, as one of several foreign legal academics working in Japan, on the theme “Key Words for Understanding Japanese Law.” Of course I recognized from the outset that reducing the essence of a legal system (or any other complex phenomenon) to a single “key word” would entail a loss of nuance. But I thought (and still think) the assigned theme was a fair and valuable one. After all, cartoons and caricatures can be illuminating.