The Race to the Bottom: Corporate Governance

Home -> Law Blog Directory -> Corporate Governance Blogs

OR PHONE (866) 635-1838 for Bankruptcy Help, (866) 635-6190 for Divorce,
(866) 635-2689 for Personal Injury or (866) 635-9402 for Criminal Defense

Find a Local Lawyer

Bankruptcy (866) 635-1838
Divorce (866) 635-6190
Personal Injury (866) 635-2689
Criminal Defense (866) 635-9402

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

Corporate Governance, the Bailout and a Lost Opportunity (Part 2)

Posted on October 06, 2008
As we noted, the Bailout Bill failed to address the corporate governance weaknesses that allowed the financial crisis to occur. Compare this legislation to the response to the last substantial financial crisis, Enron and Worldcom. The legislative response to those failures and the threat to the integrity of the securities markets was substantial reforms to the corporate governance proces...

Corporate Governance, the Bailout and a Lost Opportunity (Part 1)

Posted on October 06, 2008
The massive failures of financial institutions and the need for extraordinary government interference in the markets if nothing else illustrate serious flaws in the current system of regulation. Most have focused on the federal agencies responsible for overseeing the financial markets, whether the Securities and Exchange Commission or the Federal Reserve Board...

The Chamber of Commerce Gets Its Wish: Making the Responsible Persons Pay

Posted on October 04, 2008
The Chamber of Commerce recently issued a report contending that securities litigation was excessive and harming US capital markets. As part of the report, the Chamber noted that the current system was flawed because the responsible officers and directors were not required to pay the costs associated with their misbehavior...

Demonizing Hedge Funds (Without Evidence)

Posted on October 03, 2008
Hedge funds have been taking a pounding, both in the market turmoil and with the SEC's decision to ban short selling. They often been demonized and viewed as damaging to the markets. A good example occurred a month or so ago, when Lynn Stout, a professor at UCLA, wrote an editorial in the WSJ titled "Why Carl Icahn Is Bad for Investors...

To access this complete feed in the blog feed reader login or register for free.

The SEC and Naked Short Selling: The Continued Circumvention of the APA

Posted on October 03, 2008
The SEC has again used its emergency authority under Section 12(k)(2) to extend the ban on practices designed to restrict naked short selling. Specifically, the order extended the requirement that short sellers deliver securities on the settlement date and the prohibition on false statements by short sellers about their broker-dealers deliver securities by the settlement date...

The SEC and Short Selling: The First Extension

Posted on October 02, 2008
As predicted, the SEC extended its ban on short sales using its emergency authority under Rule 12(k)(2). The ban will remain in place until the third business day after enactment of the bailout legislation which, if it passes on Friday, will mean 11:59 on Wednesday...

The SEC, Bear Stearns and the Failure of Regulatory Oversight (Part 2)

Posted on October 02, 2008
Among the failure of the the inspections of investment banking firms, the Report of the Inspector General identified one problem area with respect to the board of directors. As the report noted: TM [Trading and Markets] took no actions to assess Bear Steams' Board of Directors' and senior officials' (e...

The SEC, Bear Stearns and the Failure of Regulatory Oversight (Part 1)

Posted on October 02, 2008
There has been considerable discussion over the role played by the SEC in the current turmoil. Some, including presidential candidate John McCain, have tried to pin blame on the Chairman but have had a hard time specifying exactly how the agency could have prevented the current problems...

The SEC and the Ban on Short Selling

Posted on October 01, 2008
We are coming up on the need for the Commission to renew its ban on short selling. Under Section 12(k)(2), emergency orders cannot last more than ten days unless renewed, although they can be renewed at least twice. So, we consider the consequences of the ban...

Limits on Litigation and the Bailout

Posted on October 01, 2008
We have a nice post below from Scott James, one of the Blog student editors. He discusses In re Ceridian, a case from the 8th Circuit that upholds the dismissal of a securities fraud case despite the company having undertaken five restatements over a fourteen or so month period...

Scienter and the 8th Circuit: In re Ceridian Corp. Sec. Litig.

Posted on October 01, 2008
This post examines how the 8th Circuit applied the heightened pleading standard under the Private Securities Litigation Reform Act (?PSLRA?) in the case of In re Ceridian Corp. Sec. Litig. , 2008 WL 416782 (8th Cir. Sept 11, 2008). Plaintiff, Shareholders, sued Ceridian Corp...

Using the US Legal System to Vindicate Shareholder Rights

Posted on October 01, 2008
When Enron collapsed, many on the continent viewed it as evidence of fundamental flaws in the Anglo-American model of corporate governance. The collapse of Parmalat confirmed that common law jurisdictions had no monopoly on fraud and serious governance problems...

Parmalat: Claims Dismissed Against Banks, Auditors, and Attorneys

Posted on October 01, 2008
After three years and seven opinions, the U.S. District Court for the Southern District of New York has issued a final order regarding motions to dismiss claims against firms and individuals associated with Parmalat. Parmalat is the Italian-based international dairy conglomerate that perpetrated massive shareholder fraud for ten years...

The SEC, Deregulation, and the Harm of Deregulation

Posted on September 30, 2008
In a relatively frank statement, the Chairman of the SEC, Christopher Cox, confessed that deregulation was at least in part responsible for the current financial crisis. In a press release issued by Chairman Cox, he noted: The last six months have made it abundantly clear that voluntary regulation does not work...

SLCs and the Business Judgment Rule

Posted on September 30, 2008
In December 2007, the Race to the Bottom reported on the case In re UnitedHealth Group Inc. S'holder Derivative Litig., 2007 U.S. Dist. LEXIS 94616 (D. Minn., Dec. 26, 2007 ). At that time, UnitedHealth?s Special Litigation Committee (?SLC?) approved a settlement with William McGuire, its CEO and chairman of the board...

Structured Finance & Derivatives Litigation Conference

Posted on September 30, 2008
J. Bruce Boister & David J. Grais to speak at BVR Legal/Mealey's Conference on Structured Finance & Derivatives Litigation on October 15-16, 2008 in New York City.For more information & to register please visit Grais & Ellsworth LLP.

The Bailout and Corporate Governance (Part 2)

Posted on September 29, 2008
In many ways the corporate governance provisions of the Bailout Bill are a major step towards federal preemption of executive compensation. There are clawbacks applicable where the relevant criteria are "later proven to be materially inaccurate...

The Bailout and Corporate Governance

Posted on September 29, 2008
Congressional negotiators apparently worked hard over the weekend to finish the bailout legislation. A draft is posted on the House Financial Services Committee web site along with a section by section analysis. The draft bill retains limits on executive compensation but no longer contains the provisions in the original House bill that would require access and a vote on say on pay...

Executive Pay and Consultants

Posted on September 27, 2008
We have written on this Blog a number of times about the role of consultants in the executive compensation process, with their role often less than satisfactory. Delaware law, in its emphasis on process, largely requires little more than some type of report from a consultant to justify any amount of executive compensation, irrespective of the nature or amount...

Executive Pay and "Independent" Compensation Consultants

Posted on September 27, 2008
A new study from Kevin Murphy and Tatiana Sandino is the first to analyze the compensation consultant data from publicly traded corporations. Kevin J. Murphy & Tatiana Sandino, Executive Pay and "Independent?" Compensation Consultants (2008)...

Nancy Rapoport and The Race to the Bottom

Posted on September 26, 2008
We are pleased to announce that Nancy Rapoport, founder of her own blog, Nancy Rapoport's Blogspot, and the Gordon & Silver, Ltd. Professor at the William S. Boyd School of Law, University of Nevada-Las Vegas, will be posting occasionally for The Race to the Bottom, with her first post today...

Shared governance and the rankings

Posted on September 26, 2008
Paul Caron's posting on the University of Michigan Law School's Wolverine Scholars program (see here) and Bill Henderson's follow-up (see here) demonstrate how the USNWR rankings are continuing to be the tail wagging the dog when it comes to a law school education...

A 3L in Federal Court: Observations of the Nacchio Argument

Posted on September 26, 2008
As you know, students who contribute to The Race to the Bottom frequently follow ongoing litigation. The Nacchio trial is one such example. Today, two students, Trevor Crow and myself attended en banc hearing for the Nacchio appeal. For the two of us, the federal courthouse was an uncomfortable environment and a far cry from the comforts of law school...

The Appeal of Joe Nacchio: En Banc (A Student's Perspective)

Posted on September 26, 2008
As a student contributor and managing editor of this blog I attended the en banc oral arguments in Joe Nacchio's appeal. Below, I provided my interpretation of the arguments by counsel from each side. Maureen Mahoney, counsel for the defense, started by couching the issue as whether the defense forfeited its right to present Fischel?s testimony by failing to ask for a hearing...

A Failure to Regulate and the Financial Crisis

Posted on September 26, 2008
This post concerns a topic outside of the usual focus of this blog - namely, the regulation of finance. This is a subject of intense interest over the past few weeks after the creation of a Fannie Mae and Freddie Mac government conservatorship and the collapse of Lehman Brothers...

Executive Compensation in the European Union

Posted on September 26, 2008
In October 2004, the European Commission announced a non-binding Recommendation that encourages EU member states to adopt certain guidelines to halt excessive director compensation. The Recommendation asks member states to implement four measures (two involving disclosure and two involving shareholder rights)...

Executive Compensation and Federal Preemption of Delaware Law: LImits on Executive Compensation Are Coming (Part 5)

Posted on September 25, 2008
We interrupt our coverage of the en banc hearing in the appear of the criminal conviction of Joe Nacchio. The back and forth has continued on the Bailout Bill. But one thing is for certain, Paulson and the White House have caved on executive compensation provisions, as we predicted they would...

The Appeal of Joe Nacchio (En Banc)

Posted on September 25, 2008
We have not been as diligent as usual in noting postings in this case. The parties filed supplemental reply briefs on Sept. 19 and the briefs are posted on the DU Corporate Governance web site. The defense describes the case as follows: The government musters no authority even suggesting that Nacchio had any obligation to submit a written proffer by the time the court launched into its ruling...

The Appeal of Joe Nacchio: The En Banc Hearing

Posted on September 25, 2008
Today is the en banc oral argument in the appeal of Joe Nacchio. The Byron White US Courthouse will open at 12:30, with the proceeding beginning at 1:00 pm. Seating (unless you have press credentials) is on a first come, first served basis. There is an overflow room but apparently with audio feed only...

The Appeal of Joe Nacchio: En Banc (Another Prediction)

Posted on September 25, 2008
The en banc court had only nine judges, three others having recused themselves. Based upon the questioning (admittedly a somewhat precarious basis for prognostication), four judges favored vacating the panel and reinstating the conviction. These included Judges Holmes, Tacha, Lucero and Briscoe...

Previous | Next

Related Law Bulletins

Eight People Killed in Maryland After Being Hit By Car During Street-Race
At least eight people are dead and five others injured in Accokeek...