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

Increasing Access for Shareholder Director Nominees

Posted on April 16, 2008
Celia Taylor writes:A recent Wall Street Journal article describes the increased access “activist investors” are gaining to many corporate boards. (WSJ, Monday April 7, 2008, p. C1). Fewer companies are willing to engage in a proxy battle over proposed shareholder nominees, with only 32% of doing so in 2007 while 61% did so in 2001...

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 6)

Posted on April 16, 2008
We are discussing Jana Master Fund, Ltd. v. CNET Networks , Civ. Action No. 3447-CC (Del. Ch. March 13, 2008), a case interpreting an advance notice bylaw that imposed ownership and holding period restrictions on shareholders seeking to "transact other corporate business at the annual meeting...

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 5)

Posted on April 15, 2008
We are discussing Jana Master Fund, Ltd. v. CNET Networks , Civ. Action No. 3447-CC (Del. Ch. March 13, 2008), a case interpreting an advance notice bylaw that imposed ownership and holding period restrictions on shareholders seeking to "transact other corporate business at the annual meeting...

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 4)

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

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 3)

Posted on April 14, 2008
We are discussing Jana Master Fund, Ltd. v. CNET Networks , Civ. Action No. 3447-CC (Del. Ch. March 13, 2008), a case interpreting an advance notice bylaw that imposed ownership and holding period restrictions on shareholders seeking to "transact other corporate business at the annual meeting...

Stoneridge Redux: The Enron Case (Part VI)

Posted on April 14, 2008
We are discussing the consequences of Stoneridge, focusing on the brief filed by Lead Plaintiff in the Enron case. It contains an entirely different theory of the case. Plaintiff contended that the investment banking firms have an independent duty to disclose...

VC Strine, Withholding Votes, and the Impact on Corporate Governance

Posted on April 12, 2008
We wrote in the past about VC Strine's views on certain classes of investors and the impact on corporate governance. In particularly, he noted that directors were well paid but often beholden to shareholders because of the fear of a withhold campaign...

Stoneridge Redux: The Enron Case (Part V)

Posted on April 11, 2008
We are discussing the significance of the Supreme Court's decision in Stoneridge. As we have noted, the decision did not turn on common law principles or the language of Section 10(b). It was an expedient designed to exonerate the particular vendors in the case...

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (part 2)

Posted on April 10, 2008
We are discussing Jana Master Fund, Ltd. v. CNET Networks , Civ. Action No. 3447-CC (Del. Ch. March 13, 2008), a case interpreting an advance notice bylaw that imposed ownership and holding period restrictions on shareholders seeking to "transact other corporate business at the annual meeting"...

Stoneridge Redux: The Impact on Competitiveness (IV)

Posted on April 10, 2008
Stoneridge must be looked at in the broader context of shareholder rights. Shareholders in the US do not have the same rights that are common overseas. In Britain, for example, shareholders have say on pay and access. Not in the United States. What shareholders in the US do have is greater opportunity to vindicate their rights through litigation...

Advance Notice Bylaws, Corporate Governance, and Jana Masters v. CNET Networks (Part 1)

Posted on April 09, 2008
We are sometimes behind in legal developments but present nonetheless. Earlier this month, the Delaware Chancery Court issued a decision that touched on an area that will grow in importance over time. In Jana Master Fund, Ltd. v. CNET Networks, Civ...

Bankruptcy "Reform" and Interference with the Capital Markets

Posted on April 09, 2008
The US bankruptcy laws were amended back in 2005 in an effort to make individual bankruptcy more difficult. A short piece in the New Yorker, Going for Broke, examined the impact of the new law. With the credit card industry the "driving force" behind the change, the article noted that the interest rates and fees "have not fallen as promised...

Stoneridge Redux: The Problems of Result Oriented Reasoning (Part III)

Posted on April 09, 2008
We are conducting a retrospective on Stoneridge and examining the implications of the case. The Court concluded that the case against the vendors had to be dismissed not because the alleged behavior was not deceptive (given allegations of backdating and falsified documents, how could it?) or because they were secondary actors but because there had been no reliance on the vendor behavior...

Blogging and Stress

Posted on April 08, 2008
The Race to the Bottom has been in operation for about 15 months. For a short history of the blog, go here. Over time, the Blog has become a regular participant in the debate over shareholder rights, receiving an average of 1000 or so page views each weekday...

Stoneridge Redux: Result Oriented Reasoning (Part II)

Posted on April 08, 2008
Stoneridge involved vendors. It was the mission of the majority to stop the "expansion" of Rule 10b-5 and prevent it from extending to vendors. In doing so, the Court began by introducing a doctrine of remoteness. Plaintiffs wanted to extend the antifraud provisions beyond the "realm" of finance to "ordinary business operations...

Stoneridge Redux (Part 1)

Posted on April 08, 2008
Today, I will be part of a panel at the Rock Center for Corporate Governance at Stanford Law School. Details on the conference can be found here. The panel will be moderated by Joe Grundfest, a professor at Stanford and a former Commissioner on the Securities and Exchange Commission...

Executive Compensation and the Swallows of Capistrano

Posted on April 07, 2008
Like the annual return of the swallows to Capistrano, the annual executive compensation right of spring has begun. Public companies, most of which have fiscal years that end December 31 hold annual meetings early in the year and, as a result, produce proxy statements during the first three or four months of the new year...

Corporate Governance and D&O Insurance

Posted on April 07, 2008
This is a post long overdue. We run into provocative articles from time to time on the subject of corporate governance. Predicting Corporate Governance Risk: Evidence from the Directors' & Officers' Liability Insurance Market by Tom Baker (UConn Law) and Sean Griffith (Fordham Law) fall into that category...

Commissioner Atkins' Critical Comments of the SEC

Posted on April 05, 2008
Commissioner Atkin's term at the SEC expires during the Summer. He may stay over if the administration does not appoint a replacement. But if he does depart, the Commission will be losing one of its most vocal critics. On February 8, 2008 SEC Commissioner Paul Atkins complained about the lack of predictability within the SEC...

Bear Stearns and the Board of Directors

Posted on April 04, 2008
We have already raised the question about the role of the board in the Bear Stearns debacle. We pointed out that many of the directors had served together for over a decade, suggesting the likelihood of a high level of deference in overseeing the actions of executive management...

Sovereign Wealth Funds and Investment in the United States

Posted on April 04, 2008
Sovereign Wealth Funds (SWFs) have drawn increasing attention with their growing role as significant investors collectively managing assets estimated at totals of $2-3 trillion. Most economists forecast that assets under management will only continue to increase...

Starbucks, WalMart and Social Responsibility

Posted on April 03, 2008
We have written often about the competitive threat about to be unleashed on Starbucks from McDonalds, which will insert baristas into its 14,000 franchises. Starbucks needs to transform from a commodity to an experience. While Starbucks had attempted to address the threat with customer loyalty cards and better espresso machines, it has shied away from the most likely solution: Increased emphasis on social responsibility...

Regulation, SOX, and the Importance of Market Integrity

Posted on April 03, 2008
As the debate swirls around the regulatory response to the current crisis in the financial markets, it bears noting the impact of Sarbanes Oxley, a law that until recently was pilloried as an example of over regulation. Yet as we have noted, the number ofsecurities fraud law suits is down, so are thenumber of restatements...

Henry Paulson and the Self Regulatory Organizations

Posted on April 02, 2008
Henry Paulson, the Secretary of the Treasury, has built much of his tenure around the them of excessive regulation. His preference is for the market to solve matters. Yet the current crisis has demonstrated the failings of the market and put pressure on him to devise a regulatory correction...

Henry Paulson and the Problem of State Law

Posted on April 02, 2008
Henry Paulson, as we have already noted, doesn't like regulation, preferring to leave matters to the market. He has, however, been forced by the recent subprime/Bear Stearns crisis to reconsider. One of his proposals has been to call for state licensing of mortgage brokers...

Henry Paulson and the Promise of Federal Incorporation

Posted on April 02, 2008
We have talked often on this Blog about federal intervention into the corporate governance process, something resulting from the lack of standards imposed under Delaware law. Say on Pay is an example, as were numerous provisions in SOX. Henry Paulson, however, has show how far this movement has progressed...

Henry Paulson and the Struggle with Regulatory Solutions

Posted on April 02, 2008
Henry Paulson at Treasury is struggling over the recent subprime scandals and the near collapse of Bear Stearns. He doesn't like regulation but suddenly finds himself confronting the limits of the market. As part of this process, Treasury has announced a comprehensive restructuring of the financial markets...

AFSCME, WaMu and the Withhold Campaign

Posted on April 01, 2008
AFSME has launched a withhold campaign against Washington Mutual and the directors on the Human Resources Committee because of their decision to exclude "extraordinary charges" in determining bonuses and other compensation paid to executive officers...

Bainbridge to the SEC (April Fools)

Posted on April 01, 2008
For an April fools joke that one could only wish were true, seeSteve Bainbridge's spoof on his "appointment" to the Commission. In truth, it would be nice to see Commissioner Atkins replaced with someone with that kind of intellectual ability and knowledge about the securities laws...

Delaware's Preeminence and the Internal Affairs Doctrine

Posted on April 01, 2008
Tim Glynn has put up two posts on the threat faced by Delaware from other states. Some of the threat might come from states adopting statutes that contain greater rights for shareholders. This is the approach taken byNorth Dakota. In addition, as Tim notes, other states may challenge Delaware's preeminence by giving less dignity to the internal affairs doctrine...

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...