A new paper by Seth Payne argues that:
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“The Business Judgment Rule is Not a Standard of Review, It is an Abstention Rule”
These posts saying that barring irrationality, lack of good faith, self-dealing etc. , directors cannot be held liable are undoubtedlycorrect under US (i.e. Delaware) law, but perhaps the issues deserves to be re-opened, or the list of exceptions where review does take place needs to be expanded a bit.
http://bit.ly/tyqMSN (blog post by Professor Bainbridge)
Davis Polk New ISS Policy Update: Tougher Standards for 2011
On Friday, November 19, ISS Corporate Governance Services released its U.S. Corporate Governance Policy Updates on voting recommendations for meetings occurring on or after February 1, 2011. The updates reflect a number of new or changed policies, most of which slant in the same direction: tighter shareholder-level oversight of executive compensation, and a willingness, perhaps even an eagerness, to use the say-on-pay tools mandated by the Dodd-Frank Act as a lever to effect change. Significant updates include:
Response to Professor Bainbridge – re Shareholders and Ownership
See the excellent counter to Professor Bainbridge's opinion (The Fundamental Error…, in the comment to the entry a few slots below.
Letter from ACGA to TSE: “Refrain from Delisting Olympus”
From the ACGA website:” On November 17, 2011, ACGA submitted a letter to the Tokyo Stock Exchange (TSE) regarding the Olympus Corporation and its ongoing status as a listed company. Our main points were:
Protecting Shareholders, Post-Olympus…..?
I recently attended a symposium where lawyers, financial regulators and a TSE representative discussed corporate scandals and how to address them. What was interesting was that everyone who spoke seemed to accept without question that companies did not just belong to the shareholders who owned them, but that their revenues represented the results of employee labor, payments by customers and so forth.
Bloomberg Tokyo News – BDTI`s Rep. Director Interviewed
Our Representative Director, Nicholas Benes, was interviewed by Bloomberg Tokyo with regard to recent corporate scandals in Japan. You can watch the video at:
“The Fundamental Error: Shareholders & Ownership”
(This was so interestingwith regard to the coredebate about corporate governance,that we have posted much it here.)
Global Convergence on Anti-corruption Compliance: A Canadian Example
”A recent proceeding under the Canadian anti-corruption statute, reflects a further step toward a global convergence on the benchmarks of anti-corruption compliance. Niko Resources Ltd., an international oil and natural gas exploration and production company headquartered in Calgary, recently pleaded guilty to violations of Canada’s Corruption of Foreign Public Officials Act and agreed to implement […]
“Is Olympus a Company-Specific Problem, or a Systemic Problem?” – Neither, Really
We should keep in mind two things: