I have not said much about the AIG bonus hullabaloo. Frankly, I thought the outrage was ill-informed and silly. AIG wanted to keep some people around to help fix the mess it was in. Any sensible person would have one foot out the door of AIG looking around for a more stable employment opportunity. So … Read more »
Category: Corporate Governance
Investor Relations 2.0
eBay took a bold move yesterday, using Web 2.0 tools for investor relations. During its first analysts’ meeting in three years, eBay management had a live twitter stream with live coverage of the meeting and bloggers with just less than live coverage of the meeting. The securities industry seems to be struggling with Web 2.0 … Read more »
Corporate Ethics in a Devilish System
There is a mismatch between the law and corporate ethics. According to Boston College Law School’s Kent Greenfield it can only be addressed by changing the law itself, and aligning it better with ethics. In his paper Corporate Ethics in a Devilish System, Journal of Business & Technology Law 3: issue 2 (2008): 427-435, Greenfield … Read more »
SEC Requirements for Online Annual Reports and Proxy Statements
The SEC is trying to move investors further into the internet era with its new regulations on the ability to furnish proxy materials to shareholders by posting them on an Internet Web site and providing shareholders with notice of the electronic availability of the proxy materials. [SEC Release 34-56135] This is amendment to the original … Read more »
CEO Pay and the Lake Wobegon Effect
Rachel Hayes and Scott Schaefer of the University of Utah have published CEO Pay and the Lake Wobegon Effect in the Journal of Financial Economics. The central tenet is that every CEO wants to be paid above average because that means the company is performing above average. Read more »
The 2008 Year in Review from Securities Docket
This panel joined Securities Docket’s Bruce Carton to look back at the most important and interesting developments in 2008, and offer their predictions for 2009. Walter Olson (Point of Law; Overlawyered), Kevin LaCroix (The D&O Diary) Tom Gorman (SEC Actions) Francine McKenna (re: the Auditors) Kevin started off noting that the number of securities class … Read more »
Cornerstone Research 2008 Review of Securities Class Action Filings
Cornerstone Research released their Read more »
Institutional Investors Taking A Proactive Stance With President- Elect Obama
A group of 60 institutional investors send a letter to President-Elect Obama. More than 60 institutional investors were signatories to this letter encouraging President-Elect Obama to improve financial risk disclosures by U.S. corporations. The letter encourages President-Elect Obama to Work in First 100 Days to Reverse Recent SEC Roadblocks to Shareholder Proxy Resolutions Inquiring About … Read more »
Imposing Caremark Fiduciary Duty on Corporate Officers
I previously posted on the Midland Grange case [Delaware Imposing Same Fiduciary Duty on Officers as Directors] where the Delaware Chancery Court imposed the same obligations on officers as directors, including the duty of loyalty and the duty of care. In Miller v. McDonald, et al., ( D. Del., Bankr., April 9, 2008), the Bankruptcy Court … Read more »
Delaware Imposing Same Fiduciary Duty on Officers as Directors
In Stone v. Ritter, we saw the Delaware courts imposing a duty on corporate directors to attempt to assure that a corporate information and reporting system exists, and that failure to do so may, under some circumstances, render a director liable for losses caused by the illegal conduct of employees. See The Implications of Stone … Read more »