[From Lucian Bebchuk of Harvard Law School ] – Below is a link to a column in the New York Times DealBook, titled Investing in Good Governance <http://dealbook.nytimes.com/2012/09/12/investing-in-good-governance/> , that I thought you might find of interest. The column discusses the findings of a study co-authored with Alma Cohen and Charles Wang about the correlation between governance and stock returns.
Hong Kong Exchanges and Clearing Limited published a consultation paper on proposed changes to the Corporate Governance Code and Corporate Governance Report (Code) concerning board diversity. The change involves a ‘comply or explain’ provision for all companies listed on its Exchange to have a policy on board diversity, and to report on this policy in their corporate governance and interim reports.
On September 4, 2012, the Financial Services Agency of Japan (“FSA”) published its proposal of measures to prevent the recurrence of the AIJ scandal while providing the opportunity to the public to provide their opinions regarding such measures by October 4, 2012. In addition to the foregoing, the FSA also published the interim results of the second survey that the FSA commenced this April regarding certain discretionary investment management companies (“DIMs”) selected by the FSA in accordance with the first survey.
(From the details memo on this event, available at the link below)
On June 19, 2012, the Lead Director Network (LDN) convened in New York City for its 13th meeting, during which members examined the relationship between directors and major shareholders.
The recent decision by the MOJ’s Advisory Committee on the Company Law made it clear that for the next ten years or so, in terms of the composition of Japanese boards, the most that investors can expect will be soft-law rules requiring (or encouraging) the appointment of only one independent director at listed companies. Thus, most Japanese boards will remain overwhelmingly dominated by internal executives.
The following very useful explanation appearedon Governance Metrics International’s web site. GMI is the leading independent provider of global corporate governance and ESG ratings and research. Corporate stakeholders – including leading investors, insurers, auditors, regulators and others – use GovernanceMetrics services to identify and monitor risks related to non-financial measures covering key environmental, social, governance and accounting risk factors. (Memo by James James Kaplan, Co-Founder and Chief Executive.)
Video: In the Boardroom with Lucy Marcus – interview with Kristina Schröder re the question, can companies be trusted to recruit women into leadership positions? Germany's Family Affairs Minister says they can. Lucy Marcus speaks to Kristina Schröder on her controversial 'flexi-quota' policy.
Attached please find the United States chapter of the PLC Cross-Border Mergers & Acquisitions Handbook 2012/2013 and a Japanese translation of the chapter. The article provides a basic overview of public company M&A in the U.S. and is organized in an easy-to-use question and answer format that we hope you find useful.
Should you have any questions concerning the content of the article, please contact Ken Lebrun at (81) 3-5251-0203.
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