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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

Fraud Has A New Watchdog

Posted on November 03, 2010
As the New York Times reported on November 1, 2010, the SEC is not the only regulatory agency fighting fraud these days. Following the enactment of Dodd-Frank, the Commodity Futures Trading Commission ("CFTC") received the formidable task of regulating derivatives...

New York Times Highlights Pomerantz? Role in $350 million settlement with United Healthcare

Posted on October 27, 2010
An article by Alison Leigh Cowan in today?s New York Times highlights the Pomerantz Firm?s primary role in a recent $350 million settlement with United Healthcare over its use of a flawed database to determine usual, customary and reasonable (?UCR?)....

Department of Labor Proposes Change to Definition of "Fiduciary"

Posted on October 27, 2010
The U.S. Department of Labor recently proposed a rule change broadening its definition of ?fiduciary? under the Employee Retirement Income Security Act (?ERISA?). The Labor Department surmised that the existing definition, which hasn?t been updated since 1975, provides employee beneficiaries...

NCPERS? Model Proxy Voting Guidelines

Posted on October 22, 2010
In response to the SEC?s issuance of new proxy access rules ? although such rules have now been stayed pending legal challenges ? the National Conference on Public Employee Retirement Systems (NCPERS) developed and published Model Proxy Voting Guidelines...

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The SEC Strikes Again: Commission Seeks Comments on Dodd-Frank Act?s Shareholder Approval of Executive Compensation

Posted on October 21, 2010
Earlier this week, the SEC released proposed rules designed to implement the executive compensation provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules will empower shareholders to cast advisory votes on both executive compensation and...

Dodd-Frank and Derivative Transparency

Posted on October 20, 2010
The Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted to prevent the occurrence of the recently suffered financial crisis. To achieve its goal it has empowered agencies such as the Securities Exchange Commission to set forth regulations designed,...

Tips on Conducting an Annual Meeting

Posted on October 14, 2010
After interviewing more than 30 representatives of various funds including public, corporate and union, the Council of Institutional Investors has identified seven ways public companies can organize their annual meetings ?for the mutual benefit of the company and its shareholders...

Mayor Bloomberg, Bernie Madoff, Meredith Whitney and GASB

Posted on October 05, 2010
In a news briefing on Monday, October 4, 2010, Mayor Michael Bloomberg happened to mention Bernie Madoff while questioning the return expectations of New York City?s five pension funds, according to a story published on bloomberg.com. In the same story,...

New SEC Proxy Access Rules on Hold: The Wait Continues.

Posted on October 05, 2010
Today, October 5, 2010, the SEC issued a stay of its new proxy access rules. See SEC Order Granting Stay, dated Oct. 4, 2010. Last week, on September 29, 2010, the US Chamber of Commerce and the Business Roundtable simultaneously...

Federal Securities Class Actions Decline

Posted on September 24, 2010
The total number of federal securities class action lawsuits filed in 2010 decreased by 4%, compared to the same period last year, according to PricewaterhouseCoopers (PwC)?s ?Securities Litigation Mid-Year Update for 2010.? Specifically, there were 70 such cases filed through...

Minnesota Court Delays Decision on Pension Cuts

Posted on September 22, 2010
A judge in Minnesota?s state District Court has declined to render a decision on whether or not to grant the State summary judgment against a class of current retirees who have challenged proposed cuts to their benefits. The litigation, captioned...

SEC Takes on Short-Term Borrowing Disclosures

Posted on September 22, 2010
On September 17, 2010, the SEC voted unanimously to propose measures that would require companies to disclose additional information to investors about their short term borrowing arrangements. The proposed rules are aimed to allow investors to better understand whether amounts...

Pension Portfolios Taking On Alternative Investments

Posted on September 15, 2010
As reported by CFO.com, recent surveys by J.P. Morgan and SEI Institutional Group show that pension funds are increasing the percentage of alternative investments, such as hedge funds, private equity, and real estate, in their portfolios. The reason for this...

New Proxy Rules Already Impacting Pending Litigation

Posted on September 15, 2010
The SEC?s new proxy access rules, enacted on August 25, 2010, have already found there way into court. Based on the rule changes adopted by the SEC, the Second Circuit recently remanded Bebchuk v. Elec. Arts, Inc. to the Southern...

From the Pages of The Pomerantz Monitor: Supremes to Take Another Look at Class Actions in Arbitration

Posted on September 14, 2010
As reported in the recent issue of The Pomerantz Monitor, it has become increasingly obvious that the main risk in signing a contract with an arbitration clause is not that you will deal with an arbitrator rather than a judge...

Local Governments, Efficient Markets and GASB Rules Revisions

Posted on September 14, 2010
The September 17 deadline looms for submission of responses to the Government Accounting Standards Board's proposed changes in pension accounting in government financial reporting. The proposed changes in government accounting standards are significant...

NCPERS Calls on Pension Funds to Comment on Proposed Changes to Accounting and Financial Reporting Standards

Posted on September 09, 2010
The National Conference on Public Employee Retirement Systems ("NCPERS") has released the following bulletin: NCPERS has developed an online tool to help our members draft individualized written responses to the Government Accounting Standards Board?s (GASB) Preliminary Views (PV) on possible...

SEC Shows its Soft Side with Goldman

Posted on September 08, 2010
In an opinion piece in the Financial Times, Professor Theodore Rinehart of George Washington University Law School argued that the SEC ?blew a perfect opportunity to redefine its role? by agreeing to settle its action against Goldman Sachs for misleading...

SEC Set to Approve Proxy Access, But for How Many?

Posted on August 25, 2010
The Securities and Exchange Commission is meeting Wednesday to consider proposed proxy access rules that will allow shareholder nominations of board candidates and will require companies to print the names of such candidates directly onto corporate ballots...

Court Refuses to Rubber-Stamp SEC-Citigroup Settlement

Posted on August 17, 2010
In what is becoming a more common sight, a federal judge yesterday refused to sign offon the SEC?s settlement with Citigroup over the bank?s alleged understatement of its subprime exposure. Judge Huvelle of the U.S. District Court for the District...

High Pay Based On Fictional Peer Groups

Posted on August 11, 2010
A recent study, Compensation Peer Groups at Companies with High Pay, published by the Investor Responsibility Research Center (IRRC) Institute and PROXY Governance Inc. (PGI) identified at least 15% of the S&P 500 companies with high pay that is not....

The SEC Is Reportedly Ready to Open Up Proxy Access

Posted on August 06, 2010
Investors, shareholder groups and unions? long fight for the right to hold corporate directors accountable through Proxy Access may soon be over as the right to Proxy Access may arrive this month, according to yesterday?s Wall Street Journal, SEC Set...

Class Action Filings Down But Settlement Amounts Up

Posted on August 04, 2010
As recently reported on DandODiary.com, NERA and Cornerstone have both recently published their mid-year Securities Litigation Studies. Though conducted differently, the bottom line result of both studies was the same. Securities class action filings are down this year from last...

SDNY Issues Promising Decision Limiting Martin Act Preemption

Posted on August 03, 2010
US District Judge Victor Marrero of the Southern District of New York has issued an opinion holding that New York?s Blue Sky law, the ?Martin Act,? does not preempt private common law causes of action related to the sale of...

The New Wall Street Reform and Consumer Protection Act: Proxy Access and the SEC

Posted on July 30, 2010
As we should all know by now, last week, on July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. For the complete text, click here or click here Strengthening Corporate Governance through...

Another ?Perfect Storm? for Public Pensions?

Posted on July 29, 2010
There is a big accounting issue out there that demands attention between now and October. The Governmental Accounting Standards Board (?GASB?) has proposed new discounting and expected return rules for public pension plans. If implemented following public hearings in October,...

The Wall Street Reform Act's "New and Improved" Whistleblower Provision

Posted on July 29, 2010
On July 15, the Senate voted to adopt the Dodd-Frank Wall Street Reform and Consumer Protection Act. President Obama signed the Act into law a week later. One provision of particular interest amends the Securities Exchange Act of 1934 to...

NYC Pensions May Join in Hedge Fund Trend

Posted on July 28, 2010
The pension funds for New York City firefighters, police and civil employees are currently contemplating investments in hedge funds for the first time. To that end, the city comptroller has recently sought out proposals from hedge fund consultants, which he...

An Interesting Perspective on Dodd-Frank

Posted on July 22, 2010
President Obama signed the Dodd-Frank financial reform bill into law on Wednesday. The law is generally regarded as ?the most sweeping overhaul of U.S. financial-market regulations since the Great Depression,? as Victoria McGrane reported Wednesday on wsj...

The SEC's Goldman Settlement- Who Really Won?

Posted on July 21, 2010
On July 15 the SEC announced its record-setting settlement of the enforcement action it filed against Goldman Sachs last April. The settlement resolves only the charges against Goldman Sachs itself; litigation continues against Fabrice Tourre, the only Goldman employee named...

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