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Corporate Governance

PomTalk

Commentary and analysis of developments in the fields of corporate governance, executive compensation, securities regulation and related areas geared towards institutional investors (hedge fund, pension fund, etc.).
By Murielle Steven, Jason S. Cowart, Jeremy Lieberman and and Fei-Lu Quan.

Post Frequency: 1/day

Last Entry: October 17, 2012 at 09:39:54

The Bumpy Road to Recovery

Posted on October 19, 2009
During a high-profile White House event Friday, Obama slammed the Chamber?s multi-million advertising campaign against the consumer agency, calling the group?s spots ?completely false.? ?We?ve made clear that only businesses that offer financial services would be affected by this agency...

SEC Delays Implementation of Proxy Access Rules

Posted on October 15, 2009
SEC Chairwoman Mary Shapiro recently announced that the Commission's proposed changes to proxy access rules would not become final until sometime in 2010 ? at the earliest. These rule changes, designed to give shareholders the ability to nominate their own...

Key Pieces of Legislation to Empower Investors

Posted on October 07, 2009
On October 1, 2009, Congressman Paul E. Kanjorski, Chairman of the House Financial Services Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises released discussion drafts of three pieces of legislation aimed at reforming needed areas in the U...

SEC Chairwoman Shapiro Outlines the Commission?s Multi-Pronged Approach to Sweeping Financial Market Reforms

Posted on September 24, 2009
In her speech earlier this month at the Transatlantic Corporate Governance Dialogue ? 2009 Conference, SEC Chairwoman Mary Shapiro addressed a number of factors that precipitated the current financial crisis. For one thing, she identified a failure of corporate governance...

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Report Recommends Establishing Clear Link Between Pay and Performance

Posted on September 24, 2009
The Task Force on Executive Compensation convened by the Conference Board Governance Center to address the loss of public trust in the processes for oversight of executive compensation issued recommendations for corporations to restore credibility and public trust in pay...

The SEC's Latest Blunder

Posted on September 21, 2009
The SEC alleged earlier this year that BofA had "materially lied" in shareholder communications prior to its takeover of Merrill Lynch, by failing to disclose bonuses owed to Merrill employees. So how does one properly punish the wrongdoer? By further...

Everything You Always Wanted to Know About Securities Litigation

Posted on September 17, 2009
The Council of Institutional Investors has published a primer on securities litigation, which we think our readers will find interesting and educational. Everything You Always Wanted to Know About Securities Litigation... But Were Afraid to Ask is available in PDF...

CII Supports PCAOB?s Concept of Audit Partner?s Signature

Posted on September 16, 2009
In response to the Public Company Accounting Oversight Board?s (?PCAOB?) request for public comments on its proposal requiring the engagement partner of an auditing firm with final responsibility for the audit to sign the audit report, the Council of Institutional...

Obama Preaches Reform on the Anniversary of Lehman?s Collapse

Posted on September 15, 2009
On Monday, September 14, the one-year anniversary of the collapse of Lehman Brothers, a crowd assembled at Wall Street?s Federal Hall ? steps away from the New York Stock Exchange ? to hear President Obama speak on the necessity of...

The House Passes HR 2664

Posted on September 14, 2009
The House passed HR 2664, which requires the Chairs of the PCAOB, the SEC, and the FASB to testify annually before Congress on accounting and auditing issues, beginning this year. The goal of HR 2664 is to assist Congress in...

From the Pages of The Pomerantz Monitor: Squabble Over BofA/Merrill Merger Has Major Ramifications

Posted on September 03, 2009
In the July/August issue of The Pomerantz Monitor, the editors report on the latest rumblings over Bank of America?s merger with Merrill Lynch. Did they or didn?t they? Did Ben Bernake and Hank Paulson threaten to fire the entire Bank...

Alternative Methods for Detecting Corporate Fraud

Posted on August 31, 2009
Countless times in the past few years the markets have been struck by the revelation of a pervasive fraud. To say shareholders have suffered is an understatement. As such, there is a constant effort by analysts, commentators and regulators to...

The Top Ten List of the Richest CEOs

Posted on August 17, 2009
On August 13, 2009, the governance research firm, the Corporate Library released its list of the 10 highest paid chief executive officers for 2008. The honor of the highest paid CEO for 2008 went to Blackstone Group?s Stephen Schwarzman who...

From the Pages of The Pomerantz Monitor: Institutional Investors Have Greatly Strengthened Securities Litigation

Posted on August 13, 2009
As Adam Prussin reports in the July/August issue of The Pomerantz Monitor, Congress instituted the "lead plaintiff" provisions of securities law to encourage institutional investors to become more involved in securities class action lawsuits. Since investors with the largest losses...

Banks Bailout Themselves in Billions

Posted on August 03, 2009
According to a newly released report by Attorney General Cuomo of New York, nine of the financial firms that were among the largest recipients of federal bailout money paid at least 5,000 of their traders and bankers bonuses in total...

House Approves "Say on Pay"

Posted on August 03, 2009
In a positive move for investors, the U.S. House of Representatives approved a bill, which would allow investors to vote on compensation packages for top company executives. With the exorbitance of executive pay a hot topic recently, many expected that...

SEC Considering New Rules and Examiners for Credit Rating Agencies

Posted on July 16, 2009
SEC Chairwoman Mary Shapiro recently told the U.S. House of Representatives Financial Services Committee that the Commission is hard at work revising its oversight role with respect to credit rating agencies. Specifically, the Commission is considering implementing new rules for...

SEC Votes to Eliminate Broker Discretionary Voting

Posted on July 13, 2009
As reported on June 29, 2009, the SEC met to discuss the issue of discretionary broker voting. On July 1, 2009, The SEC voted 3-2 to eliminate broker discretionary voting in director elections for meetings held on or after January...

From the Pages of The Pomerantz Monitor: LAMPERS Takes on Excessive Compensation

Posted on July 08, 2009
As reported by Fei-Lu Qian in an April PomTalk post, the Louisiana Municipal Police Employees? Retirement System (?LAMPERS?) took the responsible step in demanding answers and accountability from directors of Chesapeake Energy by filing a ?books and records? demand in...

From the Pages of The Pomerantz Monitor: The Value of Private Enforcement of Securities Laws

Posted on July 08, 2009
According to an article in the May/June issue of The Pomerantz Monitor, it has long been recognized that private enforcement is a necessary supplement to the enforcement capabilities of the Securities and Exchange Commission (?SEC?). This proposition is embodied in...

Wall Street Back to Its Old Ways

Posted on July 02, 2009
As there are some small signs of recovery in the financial crisis, the large Wall Street financial firms are beginning to get back to their normal practice of dishing out huge pay packages. According to an article in the Wall...

SEC to Decide on Broker Discretionary Voting

Posted on June 29, 2009
On July 1, 2009, the SEC will hold a Sunshine Act Meeting at which it will consider the issue of instructed broker voting. The New York Stock Exchange (?NYSE?) has long classified uncontested director elections under Rule 452 as a...

Regulation of OTC Derivatives is on the Horizon

Posted on June 22, 2009
Following the Obama Administration's proposals last week to bring tighter regulation to financial markets, SEC Chairwoman Mary Schapiro testified before a Senate Banking subcommittee today that it would be relatively simple to change the law to allow for the regulation...

Empowering Shareholders Through Legislation

Posted on June 19, 2009
There are at least two legislation in the current Congress that are worth noting, the Shareholder Empowerment Act of 2009 and the Shareholder Bill of Rights Act of 2009. According to the Council of Institutional Investors, the legislation will "strengthen...

Supreme Court Expansion Of Twombly

Posted on June 17, 2009
The Supreme Court decision in Bell Atlantic v. Twombly, 550 U.S. 544 (2007) created some debate whether the decision applied to non-antitrust cases. The Supreme Court?s recent decision in Ashcroft v. Iqbal, No. 07-1015 (U.S. May 18, 2009) applying Twombly...

New Rule FAS 165

Posted on June 15, 2009
Last month, the Financial Accounting Standards Board (FASB) issued a new rule, which will be applied to the accounting for, and disclosure of, subsequent events not addressed in other applicable Generally Accepted Accounting Principles (GAAP). FAS 165 establishes general standards...

Movement Grows to Split Chair, CEO Posts

Posted on June 10, 2009
The shareholder ouster last month of Bank of America CEO Ken Lewis from the company?s chairmanship position highlights the growing sentiment that the roles of chairman and CEO should be split. In recent months, in part due to the financial...

The Heated Debate Over EPS Guidance

Posted on June 08, 2009
A debate is brewing over whether the use of earnings-per-share ("EPS") guidance provides the most accurate picture for investors and whether in today's economic environment, it is irresponsible and risky for companies to emphasize short-term results rather than long term...

Antitrust/Competition Law Changes In Play Across The Pond

Posted on June 04, 2009
In the European Union, competition law is enforced across the member states by the Directorate of Competition (DG-IV). In the U.S., the antitrust laws are enforced by the Department of Justice, Antitrust Division. State and private atorneys? general. Class actions...

From the Pages of The Pomerantz Monitor: Return of the Overpaid Investment Banker

Posted on June 04, 2009
As Joshua Silverman reports in the May/June issue of The Pomerantz Monitor, when it comes to sharing the pain caused by the economic downturn, corporate America has two standards: one for the working class, and another for highly-paid executives. When...

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