The Race to the Bottom: Corporate Governance

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Corporate Governance

The Race to the Bottom

A student-faculty collaboration discussing all areas of corporate governance including: methods for improving, the role of the Securities and Exchange Commission, the role of Delaware, and independent directors, impact of Sarbanes-Oxley.
By J Robert Brown Jr et al.

Post Frequency: 21.6/day

Last Entry: April 01, 2011 at 09:00:35

The Director Compensation Project: Emerson Electric

Posted on May 02, 2008
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company's 2008 proxy statements...

The Director Compensation Project: Oracle

Posted on May 01, 2008
This post is part of an ongoing series that is examining stock exchange rules and director independence. We are including a mix of companies from the Fortune 100 list for 2007 and using the information disclosed in each company’s 2008 proxy statements...

The Director Compensation Project: Cigna

Posted on May 01, 2008
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company’s 2008 proxy statements...

The Director Compensation Project: Goldman Sachs

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The Goverment Seeks Rehearing En Banc

Posted on May 01, 2008
The Government has requested rehearing en banc by the entire 10th Circuit with respect to the panel decision in US v. Nacchio. The brief takes issue with the decision to reverse on the basis of the trial judge's decision not to hold a hearing before excluding the testimony of Daniel Fischel...

US v. Nacchio: The Government Seeks Rehearing En Banc

The Director Compensation Project: Wachovia

Posted on April 30, 2008
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company’s 2008 proxy statements...

The Director Compensation Project: Lehman Brothers Holdings

The Director Compensation Project: Sprint Nextel

The Director Compensation Project: CVS Caremark

Posted on April 29, 2008
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company’s 2008 proxy statements...

The Director Compensation Project: Morgan Stanley

The Director Compensation Project: Hewlett-Packard

The Director Compensation Project: United Technologies

Posted on April 28, 2008
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company’s 2008 proxy statements...

The Director Compensation Project: American Express

The Race to the Bottom and Student Participation: The Director Compensation Project

Posted on April 28, 2008
The Race to the Bottom prides itself on being a collaboration between students and faculty. The site began with one faculty member and six entrepreneurial students. Since then membership has grown significantly, both in the number of student and faculty contributors...

The Director Compensation Project: Travelers Companies

Glass Steagall and Japan

Posted on April 26, 2008
As we have noted, the removal of Glass Steagall resulted in the end of the separation of investment and commercial banks. It is inevitable, as a result, that investment banks as a meaningful force in the capital markets will disappear. They will either go out of business or, more likely, be acquired by commercial banks, more conservatively run businesses with a competitive advantage on funding...

Insider Trading and Theft (Part 1)

Posted on April 25, 2008
We discussed briefly the law of insider trading and its application to gifts. It is a topic relevant to the shareholder community since it goes to the integrity of the markets. Insider trading is poker with one of the players knowing everyone else's cards...

Insider Trading and Theft (Part 2)

Posted on April 25, 2008
We are discussing the law of insider trading and the hash made of it by the Supreme Court's decisions in Chiarella and Dirks, cases that limited insider trading to cases involving a fiduciary duty. Some of the holes in the reasoning have been filled through the development of the misappropriation theory, something approved by the Supreme Court in O'Hagan...

CEO Compensation and Norms Entrepreneurs

Posted on April 24, 2008
The continuing increases in CEO pay despite a recessionary economy is spurring the work of norms entrepreneurs, most recently at Pfizer, as the NY Times notes. Beleaguered companies seem to be engaging with institutional shareholders and shareholder advocates in a way that is more typical in the UK to stave off attacks...

Restatements, Restatements, Restatements: The Treasury Weighs In

Posted on April 24, 2008
We have followed on this Blog the shift in the number of restatements that have occurred since the adoption of SOX. The restatements are most likely the product of improved internal controls and the resulting discovery that prior financial statements are materially inaccurate...

Delaware Courts and Advance Notice Bylaws: Levitt v. Home Depot

Posted on April 23, 2008
The Delaware courts have for the second time in as many months addressed the impact of advance notice bylaws. Shareholders have won both cases and been allowed to go forward with their nominees. With the exception of language in Jana indicating that all shareholders have an inherent right to make nominations and proposals at meetings, the cases have provided little in the way of guiding principals, instead turning on largely inartful language in the relevant bylaw...

Delaware Courts and Advance Notice Bylaws: Levitt v. Office Depot

Investment Companies and Social Responsibility

Posted on April 22, 2008
The topic of social responsibility, something occasionally explored on this Blog, is not limited to operating companies. A couple of weeks ago, Fidelity Funds held their annual meeting. Shareholders had submitted proposals designed to promote human rights...

The Watchdog Losing Its Bite: The Commission and Corporate Penalties

Posted on April 21, 2008
With the collapse of Bear Stearns and the continued unraveling of the subprime scandal, attention has shifted to the role of the Commission. In the weeks before Bear Stearns collapsed, Chairman Cox issued public statements indicating that the investment banking firm was adequately capitalized, something that proved entirely inaccurate...

Officers and the Business Judgment Rule

Posted on April 19, 2008
Directors have the benefit of the over-inclusive protection of the business judgment rule. Whether the same presumption applies to officers, who operate under delegated authority, is a surprisingly contentious and unresolved issue. For one very nice exegesis on the subject, take a look at Lyman Johnson and David Millon's paper, Recalling Why Corporate Officers Are Fiduciaries...

Officers and the Business Judgment Rule: Hellman v. Hellman

Posted on April 19, 2008
On March 12, 2008, the Supreme Court of New York dismissed a suit involving the alleged improper execution of a lease executed by the president of Maynard Electric Supply Inc. (Maynard). Hellman v. Hellman, No. 2005/09695, slip op. at 1 (N.Y...

WaMu and the Separation of Chairman and CEO

Posted on April 18, 2008
We have written a number of posts that examine the US phenomena of combining the positions of chairman and CEO. With boards consisting of increasing percentages of independent directors (those without any other relationship with the company), the position of chairman can be used to control the information flow to directors and the agenda for board meetings...

WaMu and Executive Compensation

Posted on April 17, 2008
As the WSJ reported yesterday, WaMu held its annual meeting. WaMu was a company subject to a withhold campaign primarily because of the board's decision to ignore the subprime problems in setting compensation. The meeting resulted in two surprise announcements...

Insider Trading and Gifts

Posted on April 17, 2008
The law of insider trading is a dismal mess, a result of the Supreme Court's decision in cases like Dirks and Chiarella. In those two cases, the Court essentially limited insider trading to the violation of a fiduciary duty. The misappropriation doctrine, approved in O'Hagan, added trading in violation of a duty of trust and confidence...

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