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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

From the Pages of The Pomerantz Monitor: Supreme Court Upholds Gartenberg Standard

Posted on April 06, 2010
As reported in the March/April issue of The Pomerantz Monitor, on March 30 the Supreme Court decided Jones v. Harris, a case concerning reasonableness of fees charged by a mutual fund advisor to its funds, and adopted a standard that...

Study of Securities Class Action Lawsuit Settlements Released

Posted on March 29, 2010
As reported by the DandODiary.com, on March 24, 2010 Cornerstone Research released its annual study of securities class action lawsuit settlements. Some interesting findings: The median 2009 settlement of $8.0 million is unchanged from 2008, although slightly up from the...

SOX has No Impact on Foreign Companies Leaving the U.S.

Posted on March 15, 2010
As recently posted on Harvard Law School Forum on Corporate Governance and Financial Regulation, the authors of a forthcoming paper in the Journal of Finance entitled ?Why Do Firms Leave U.S. Equity Markets?,? concludes that the market generally reacts negatively...

The (Welcome) Disappearance of the Corporate Poison Pill

Posted on March 12, 2010
An article in today?s Financial Times (located here) highlights the gradual but ongoing disappearance of the corporate poison pill. (A ?poison pill? is ? or was ? a common anti-takeover mechanism that gives a company?s shareholders rights to purchase company...

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SEC Is Failing to Show the Money

Posted on March 11, 2010
According to a new report by the NERA Economic Consulting, the SEC settled with 205 defendants in the first quarter of fiscal year 2010, compared to 181 defendants in the previous quarter and 123 in the first fiscal quarter of...

From the Pages of The Pomerantz Monitor: Further Evidence of Global Warming: Cracks in Canadian Class Action

Posted on March 10, 2010
As Adam Kurtz reports in the current issue of The Pomerantz Monitor, Canadian courts have recently become far more receptive to shareholder class actions. Now this trend is extending to Canadian antitrust actions. Two Canadian courts ? an Ontario trial...

Restatements Decline

Posted on March 08, 2010
An announcement that a company plans to restate its financial results is often considered an alert to investors that fraudulent conduct may be to blame and frequently causes a significant decline in the company's share price. Amidst economic crisis, the...

Request to Disclose Corporate Political Spending

Posted on March 04, 2010
In wake of the Supreme Court?s recent decision in Citizens United v. Federal Election Commission where it removes most restrictions on corporate political spending, the Center for Political Accountability and the Council of Institutional Investors, joined by nearly 50 institutional...

New Senate Legislation Takes Aim at ?Reckless Corporate Practices?

Posted on March 03, 2010
Senator Robert Menendez, a member of the U.S. Senate Banking Committee, introduced legislation last week designed to give public company shareholders an advisory say on executive pay packages. His Corporate Executive Accountability Act of 2010 meshes well with similar legislation...

Wide Endorsements by Institutions for the Private Equity Principles

Posted on February 02, 2010
The Institutional Limited Partners Association recently produced the ILPA Private Equity Principles. The document ?contains best practice concepts and that speaks to issue relating to the alignment of interest between general partners and limited partners, fund governance and transparency and...

From the Pages of The Pomerantz Monitor: SEC Signals Another Compensation ?Clawback? Attempt

Posted on January 26, 2010
After years of inaction, the SEC is apparently now ramping up its efforts to enforce the ?clawback? provision of the Sarbanes Oxley Act. The provision allows the recovery of incentive compensation from the CEO and CFO if the financial results...

Pension Funds In Favor of Proxy Access

Posted on January 20, 2010
In response to a comment letter submitted to the SEC by the Business Roundtable suggesting that state law should permit companies to decide on whether to amend their corporate bylaws to provide for shareholder access, the executive directors of two...

The SEC Implements Cooperation Incentives

Posted on January 19, 2010
In an ongoing effort to stem the tide of corporate misconduct, the SEC has announced a policy shift that would allow its Enforcement Division to act more like a criminal prosecutor in procuring information from informants and companies. On January...

Hearings on Financial Crisis Begin

Posted on January 13, 2010
A bipartisan panel created by Congress charged with examining the causes of the nation's financial crisis, the Financial Crisis Inquiry Commission, started its public hearings into the financial crisis. Today, top executives from the major banks were testifying...

SEC Proposes to Amend Rule 163

Posted on January 04, 2010
The Securities and Exchange Commission has proposed amendments to Rule 163 under the Securities Act of 1933. If adopted, the amended rule would facilitate the ability of large public companies to communicate with broader groups of potential investors...

Warning to Executives - SEC is Watching

Posted on December 30, 2009
Perhaps after getting its proposed $33 million settlement with Bank of America rejected by the Southern District of New York, in part, for not naming one single employee for allegedly making misstatements concerning the bank?s merger with Merrill Lynch, the...

From the Pages of The Pomerantz Monitor: Corporate Library Sounds Off on Executive Over-Compensation

Posted on December 23, 2009
The Corporate Library is a research firm devoted to business in general and corporate governance in particular. It specializes in accumulating massive amounts of information about the performance and management of public corporations, which it stores on a database available...

Pomerantz Achieves Second Largest Options Backdating Settlement

Posted on December 21, 2009
In a thrilling victory for investors, Pomerantz recently announced a $225 million settlement of the Comverse Securities class action, which will benefit investors in Comverse common stock during the period April 30, 2001 through January 29, 2008. $60 million of...

Less Risks, Higher Returns for Executives Only

Posted on December 16, 2009
While 1.2 million employees at Wal-Mart lost nearly 18% in the company?s 401(k) retirement plan, its top executives fared much better in 2008, according to an analysis by the Wall Street Journal. Through a supplemental retirement-savings plan only for top...

Executive Compensation: Value for the Money?

Posted on December 14, 2009
A common assertion among commentators is that perverse compensation incentives helped fuel the global economic crisis. As a result, increased attention has been given to executive compensation and lawmakers have proposed establishing executive compensation schemes that are transparent, protect against...

The State of Wall Street Firms

Posted on December 10, 2009
The New York State Comptroller, Thomas P. DiNapoli recently issued a report showing that the securities industry in New York City ?has returned to profitability faster than expected in the wake of the global economic recession.? The DiNapoli report is...

Corporate Governance Review on UK Banks

Posted on December 09, 2009
In the UK, a special report on corporate governance was recently released by Sir David Walker, the person appointed by the British Venture Capital Association in 2007 to undertake an independent review of that country?s private equity industry and produce...

SEC's New Proxy Access Rules Not Ready for 2010 Proxy Season

Posted on December 09, 2009
Last spring, the SEC proposed a set of proxy rule amendments that would permit shareholders a voice in the nomination of company directors. The so-called "direct access proposal" would require public companies to include in their proxy materials both (a)...

Completely Eliminate Executive Bonuses

Posted on December 03, 2009
Here is a wild idea: completely don?t pay any bonuses to executives at big public companies. This is the idea recommended in a Wall Street Journal article by Henry Mintzberg, a professor at the Desautels Faculty of Management at McGill...

Guidelines For Audit Committees

Posted on November 25, 2009
As reported in the Jim Hamilton?s World of Securities Regulation blog, the UK Financial Reporting Council which has oversight on corporate governance in the UK just released its guidelines to assist audit committees various issues including risk and uncertainties and...

The Shareholder Bill of Rights

Posted on November 20, 2009
In the wake of the current financial crisis, federal legislators have proposed numerous reform measures. We?ve covered many of the more significant ones: click here to read about Congressman Paul Kanjorski?s Investor Protection Act, Private Fund Investment Advisers Registration Act,...

From the Pages of The Pomerantz Monitor: The Party Continues on Wall Street

Posted on November 12, 2009
As Shaheen Rushd reports in the September/October issue of The Pomerantz Monitor, analysts and public officials have blamed the near-collapse of the financial system in large part on excessive pay, both its outsized amount and the fact that short-term risk-taking...

Pay to Play

Posted on November 04, 2009
Recently, Risk Metrics revisited an article published earlier this year called Is 'Pay-to-Play' Driving Public Pension Fund Activism in Securities Class Actions? An Empirical Study, written by David H. Webber, the Wagner Fellow in Law & Business at NYU's Law...

OTC Bill Clears Another Hurdle

Posted on October 26, 2009
Following the House Financial Services Committee?s approval of its version of proposed legislation to reform regulation of the OTC derivatives market on October 16, 2009, the House Agriculture Committee unanimously approved its own version of the bill on October 21,...

From the Pages of The Pomerantz Monitor: SEC Brings First Clawback Action

Posted on October 20, 2009
The September/October issue of The Pomerantz Monitor reports on the first ?clawback? action brought by the SEC for violation of Section 304 of the Sarbanes-Oxley Act. Section 304 of SOX provides that if a company is required to restate its...

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