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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

Who Gave ?Say On Pay? Right? AFLAC

Posted on May 14, 2008
Earlier this month in an annual meeting, Aflac?s shareholders had their say on the company?s executive compensation policies. With 93% of Aflac?s shareholders saying ?yes? to the compensation packages of its five top executives, Aflac became the first American public...

UBS Agrees to Repurchase Illiquid Auction Rate Securities from Massachusetts Municipal Entities

Posted on May 08, 2008
As we have been discussing, the market for Auction Rate Securities (ARSs) froze up in mid-February of this year -- leaving investors largely unable to unload these debt securities at anything approaching fair market value. A number of Massachusetts municipalities...

From the Pages of The Pomerantz Monitor: The Market for Auction Rate Securities Freezes Up

Posted on May 06, 2008
As Shaheen Rushd writes in the current issue of The Pomerantz Monitor, auction rate securities form a $330 billion market. Issuers include closed-end bond funds, cities, municipalities, student loan companies, and nonprofit entities. Brokers mostly sold auction rate securities to...

Former SEC Chairmen Weigh In on Paulson?s Plan

Posted on April 30, 2008
Much has been written over the past month including on these very pages about Treasury Secretary Hank Paulson?s plan to ?reform? the U.S. financial services regulatory system. Among the critics of the plan are three former chairmen of the SEC...

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Still No Say-On-Pay

Posted on April 30, 2008
With at least $312 billion of asset write-downs and losses by financial firms since the start of 2007, investors thought this would be the perfect year to pressure corporate boards on executive pay and give shareholders non-binding advisory votes on....

Credit Rating Agencies Under Intense Scrutiny

Posted on April 24, 2008
The SEC has launched a two-pronged attack on the credit rating agencies believed to be partially responsible for the subprime mortgage debacle. The agencies -- namely, Moody?s Investors Service, Standard & Poor?s, and Fitch Ratings -- have recently come under...

From the Pages of The Pomerantz Monitor: Study Shows Institutional Investors Play Key Role In Securities Litigation

Posted on April 23, 2008
As reported in the current issue of The Pomerantz Monitor, the Corporate Library, the research organization that has weighed in on executive pay, recently released another study, concluding that companies whose CEO compensation practices are poorly aligned with shareholder interests,...

Regulation and baseball: why the Paulson plan makes no sense

Posted on April 21, 2008
A lot of ink has been spilled on Treasury Secretary Hank Paulson's plan to close the Commodity Futures Trading Commission, Office of the Comptroller of the Currency, and Office of Thrift Supervision, and shift their duties to the SEC. Most...

Senators Call for Examination of SEC?s Enforcement Division

Posted on April 18, 2008
Democratic Senators Christopher Dodd and Jack Reed recently asked the Government Accountability Office to initiate an examination of the SEC?s Enforcement Division. Specifically, Dodd (the Banking Committee Chairman) and Reed (the Securities Subcommittee Chairman) are focused on whether the SEC...

The Power of Myth

Posted on April 18, 2008
In his latest book, ?20/20? reporter John Stossel attacked the media for fear mongering and debunked a variety of so-called ?myths.? Stossel?s criticism is grounded in his view that although well intentioned, his brethren in the media often overlook facts...

European Union Grapples With Class Action Model

Posted on April 14, 2008
While U.S. government and business leaders are doing everything in their power to stamp out class actions in America, the European Union is slowly embracing the class action mechanism. On April 3, 2008, the European Commission published a much anticipated...

Auction Rate Securities -- Not Quite the Same as Cash.

Posted on April 10, 2008
By now you know (perhaps all too well) that countless investors who were told by their brokers that so-called Auction Rate Securities were "as liquid as cash" have seen that liquidity dry up. For the uninitiated, Auction Rate Securities are...

From the Pages of The Pomerantz Monitor: Backdating Charitable Donations

Posted on April 01, 2008
As reported in the current issue of The Pomerantz Monitor, the scandal of options backdating at hundreds of companies across the country is approaching its second anniversary. But just as this story starts to show signs of winding down, another...

DOJ Report Accuses KPMG of Enabling Bankrupt Home Lender New Century

Posted on March 27, 2008
Michael J. Missal, a former SEC Enforcement Division attorney, has wrapped up a five-month investigation for the Department of Justice into the failure of New Century Financial, the first large mortgage company to fold in the wake of the subprime...

From the Pages of The Pomerantz Monitor: Partner Stan Grossman Discusses "Secondary Actors" After Stoneridge

Posted on March 18, 2008
Within hours after the Supreme Court's decision in Stoneridge, news reports and law firm advisories were buzzing that the Court had sounded the death knell for "scheme liability" claims against "secondary actors" under the securities laws. In fact, though, and...

From the Pages of The Pomerantz Monitor: Bankruptcy Judge Drastically Cuts "Bankruptcy Exit Bonuses" for Delphi Execs

Posted on March 18, 2008
The Pomerantz Monitor recently updated its readers on the attempts by troubled Delphi Corp.?s senior executives to award themselves big bonuses. Delphi, the bankrupt auto parts supplier, became infamous last year when it threatened to dump its pension obligations on...

Secretary Paulson: We Thought We Knew You

Posted on March 14, 2008
Welcome to the party Secretary Paulson! In a speech yesterday by the Treasury Secretary concerning the sub-prime mess, and the recommendations of the President's Working Group on Financial Markets, the Secretary sounded nothing like himself. Instead of his familiar mantra...

Investor Group Commences Campaign Against Wall Street Banks

Posted on March 13, 2008
Change to Win, a coalition of seven unions which represent millions of American workers, is commencing a campaign against a host of Wall Street firms, ?accusing them of failing to prevent their mortgage-related losses,? according to a recent Financial Times...

Subprime Litigation, the Role of the Rating Agencies, and the ?Journalist?s Privilege?

Posted on March 06, 2008
George Covington and Wen Hutchinson, both of King & Spalding LLP, recently addressed the role played by rating agencies in the subprime mortgage crisis. (Their article appears in the March 2008 issue of The Metropolitan Corporate Counsel, which is accessible...

Even CFOs Favor Say on Pay

Posted on March 05, 2008
According to a new survey by BDO Seidman, LLP, only 31% of chief financial officers at major technology companies believe that their companies allow shareholders to vote on their executive compensation plans. However, nearly two-thirds of the 100 CFOs surveyed...

How changes to SEC Rule 144 affect institutional investors

Posted on March 02, 2008
Seemingly innocuous SEC rule changes can have dramatic effects on markets. Many professional traders attribute the speed of the recent meltdown to the SEC?s decision last year to eliminate the ?downtick rule? for short sales. On February 15, 2008, SEC...

From the Pages of The Pomerantz Monitor: A Material Weakness in the SEC?s Own Financial-Reporting Controls

Posted on February 25, 2008
In the current issue of The Pomerantz Monitor, Leigh Handelman Smollar reports on continuing problems at the SEC. In its 2007 audit of the SEC, the Government Accountability Office (GAO) has identified a material weakness in the SEC's own financial-reporting...

Rethinking the Cause of the Subprime Crisis

Posted on February 21, 2008
In a recent article, Patrick Fouhy challenges the idea that interest rate resets are largely responsible for triggering the bulk of subprime mortgage defaults. Rather, he contends, 11.2 percent of subprime loans made in 2007 have already ended in default;...

Executive Pay Grows Faster Than Revenue

Posted on February 20, 2008
According to a new study of 45 randomly selected publicly traded companies by ERI Economic Research Institute and the Wall Street Journal, executive compensation increased 20.5% from a year ago while revenues just grew 2.8%. Specifically, the study found the...

SEC Favors No Proxy Access

Posted on February 13, 2008
In the ongoing battle to get more shareholder access to corporate proxies, the SEC has just sent another blow to investors. According to a media report, the SEC sent dozens of ?no action? letters to number of public companies, including...

KEYWORD: CONFIDENCE

Posted on February 11, 2008
A report just released by a working group of the Financial Stability Forum ? an international group of regulators, supervisors and central banks created in 1999 on recommendation of the Group of Seven nations -- warns of a long period...

KPMG Forensic Accountant ?Makes Sense of the Subprime Debacle?

Posted on February 08, 2008
The current issue of The Metropolitan Corporate Counsel features an insight-filled interview with Rich Girgenti, National Practice Leader for Forensic Services at KPMG LLP. Mr. Girgenti shares his views on the subprime mortgage debacle -- and, in particular, where the...

Even Board Members Believe CEOs Pay Is Too High

Posted on February 06, 2008
According to a just-released survey by Heidrick & Struggles International, Inc. and the Center for Effective Organizations at the University of Southern California?s Marshall School of Business, nearly 33% of directors of public companies surveyed believe that chief executive officers?...

No More Democrats On The SEC

Posted on February 01, 2008
Well, that's it, there are no longer any Democrats on the Securities and Exchange Commission. According to her letter of resignation, yesterday marked the last day for SEC Commissioner Annette Nazareth. This means that the only remaining commissioners are all...

Public Companies (Still) Reluctant to Follow SEC?s Executive Compensation Disclosure Rules

Posted on January 31, 2008
As we reported last fall, the SEC marked the unhappy anniversary of its new executive compensation disclosure rules, which require public companies to reveal exactly how they compensate their top executives. (Please see PomTalk post of November 13, 2007...

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