In a post last week, I wrote about the proposed revised Financial Choice Act (H.R. 10) now pending before Congress and the potential impact that the bill could have on the SEC’s enforcement program. In this post, I address the potential impact that the bill’s provisions could have on public company disclosure requirements and corporate governance. If the bill’s provisions are enacted into law, the measures could significantly alter or eliminate many of the Dodd-Frank Act’s disclosure and corporate governance requirements.
Continue Reading Proposed Disclosure and Corporate Governance Reforms in the Financial Choice Act 2.0
A Continued Focus on Corporate Governance in Europe and the U.K.
Just as the new Presidential administration leads a charge to roll back corporate regulation, “the rest of the world seems to be headed in the opposite direction,” according to a recent post in the PubCo@Cooley blog. Last month, the European Parliament approved a new Shareholder Rights Directive that is intended to “sharpen big EU firms’ focus on their long-run performance, by fostering their shareholders’ commitment to it, according to the legislature’s press release announcing the Directive’s adoption. As the same time, a recent report from a U.K. Parliamentary Committee may signal further governance changes ahead in the U.K., as well. Both of these initiatives proceed from perceived governance shortcoming and concerns over disproportional corporate focus on short-term results.
Continue Reading A Continued Focus on Corporate Governance in Europe and the U.K.
Proxy Disclosure “Say on Pay” Cases Continue to Fail
Over the last several years, plaintiffs’ lawyer have rushed to file “say on pay” lawsuits – either by filing an compensation-related lawsuit in the wake of a negative say on pay vote, or more recently by filing a lawsuit in advance of the vote, alleging that the compensation-related proxy disclosures were inadequate. As I
Have We Seen the Last of “Say-On-Pay” Litigation?
Is it possible that we seen the last of “Say-On-Pay” lawsuits? Or are we just awaiting the next round of post-Dodd Frank executive compensation-related litigation? Those are the questions asked in a June 12, 2013 memorandum entitled “Has Another Wave of ‘Say-On-Pay’ Litigation Come to an End?” (here) by Nicholas Even of the Haynes
Are the New Wave Say-on-Pay Lawsuits “Gaining Steam”?
As discussed in an earlier guest post on this site (here), entrepreneurial plaintiffs’ lawyers seem to have hit upon a new way to extract a fee from the fights over executive compensation. This new wave of executive comp suits, in which the plaintiff’s seek to enjoin upcoming shareholder votes on compensation or employee
Post-Holiday Quick Hits
This mix of items from around the web may be just the thing after a long weekend of leftover turkey –even though we are well aware that nothing can come close to a heaping helping of Turkey Tetrazzini three days after Thanksgiving.
Adding up the Likely Legal Costs from H-P’s Autonomy Accounting Scandal: Last
“Say on Pay” and Executive Compensation Litigation: Plaintiffs’ New Racket
I am pleased to publish below a guest post from Bruce Vanyo, Richard Zelichov and Christina Costley of the Katten Muchin Rosenman law firm These three attorneys’ post addresses a new approach that plaintiffs’ lawyers are taking to “say on pay” challenges – that is, a preemptive attack in the form of a lawsuit
About the $2.43 Billion BofA/ Merrill Lynch Merger Securities Suit Settlement
In what is by far the largest settlement of a credit crisis-related securities class action lawsuit, Bank of America has agreed to pay $2.43 billion to settle the suit filed against the company and certain of its directors and officers in connection with the bank’s financial crisis-driven acquisition of Merrill Lynch. The settlement is subject
Faltering Lawsuits: Dismissal Motions Hit FCPA Follow-On Civil Actions and Say-on-Pay Suits
Among the many litigation threats companies face, a couple of specific kinds of cases have recently emerged: the civil action following on in the wake of an FCPA investigation or enforcement action, and the shareholder suit following after a negative “say on pay” vote. Many companies involved in an FCPA investigation or experiencing a negative
The Latest Updates on the Top Stories We’re Following
FDIC Files First Failed Bank Lawsuit in Florida: Even though Florida has had the second highest number of bank failures of any of the states during the current bank failure wave (trailing only Georgia), the FDIC had not filed any failed bank lawsuit in Florida—until now. On March 13, 2012, the FDIC filed an