We have received these convenient and short summaries about the different methods for acquiringU.S. public companies for cash from Shearman & Sterling. Simple but pertinent for Japanese companies.
Category: Management
11 Key Issues for Boards to Consider in 2011
The Center for Corporate Governance at Deloitte has produced this useful guide for key issues that Boards may want to focus on in 2011 and beyond. Some of them are obvious in a sense, but even if so most are good food for thought, especially things like:
Germany’s Commission on the CG Code: Both Women AND International Members
Germany's Commission on its CG Code recommended that supervisory boards not only increase the number of women, but also take the internationality of business into account when appointing board members (meaning, consider appointing more foreigners or persons with foreign experience).
http://bdti.mastertree.jp/f/5k28j4x0
(Readers may wish to refer to the other entries on board diversity and international composition, below.)
Bob Monks on “The Appearance of Reality”- Thought-Provoking
Bob Monks is putting some excellent material on his web site about words that that seem straightforward but whose meanings has become less and less clear to me ….We all know what these words mean in a literal sense but in the context of governance, of business and of our post-crash world do they still mean the same thing?
http://www.ragm.com/blog/The-Appearance-of-Reality-Board-Elections
Where is Japan in the World Bank’s Corporate Governance Assessments?
For that matter, where are most of the developed countries? Where is the US, UK, Germany, and France? Though most of the many countries on the list are developing/emerging markets, that should not excuse the Word Bank from making a comment about the Big Boys. And what about China?
Aren’t More Foreigners Needed on Japanese Boards?
The global trend towards having more women on boards is a healthy one. Women bring a different perspective and common sense to boards and management in general. But in Japan's case, shouldn't diversity also be widened a lot more to include non-Japanese, regardless of gender?
Women on the Board: A Accelerating Trend
In most countries of the world, there is now an increasing consensus that greater diversity on boards is better for companies, markets, and society as a whole. Whether it is in CG codes, rules/laws, or best practice, this is a trend that is bound to accelerate more.
The Board’s Role in Maintaining Employee Trust
Nearly two-thirds of Fortune 1000 company executives believe that employees' loss of trust in their employees will contribute to increased turnover in the coming months. This insightful article by Sharon AllenofDeloittetells why this hasan impact on the bottom line, and what boards should do about it.
Why are Outside Directors Appointed? Do they Improve Corporate Performance?
Professor Saito of Kyoto Sangyo University has producedextensiveanalysis and several papersshowing thatJapanese companies that appoint at least one outside director experience improvement in operating performance and more dependable projections.
Boards with and without Outside Directors: An Empirical Comparison
The Determinants of Board Composition when Managers Control Director Selection: Evidence from Japan
Professor Fukao – How to Fix Japan’s Economy: Improving Governance is Part of the Policy Prescription
Professor Kyoji Fukao and Professor Kwon of Nihon University have published a masterful analysis of what has been going wrong with Japan's economy during the past 20 years and what can be the key drivers of growth going forward.