The Securities and Exchange Commission is warning Corporate America that anyone who thinks so-called “big boy” letters can protect him or her from the agency’s latest crackdown on insider trading should think again. In the last two months of 2007, two top SEC officials said either in panel discussions or speeches that, regardless of the […]
Stephen Taub
Posted inFrom the Archive
Foreign Issuers Take Deregistration Road
Six months ago, overseas companies saddled with listings on U.S. stock exchanges finally won the right to head for the exits. A steady exodus has rolled along ever since. Foreign issuers had long complained of the “roach motel” trap of listing on the United States: Once they did list here, they had no simple way […]
Posted inFrom the Archive
Sub-prime Suddenly a Focus for Investor Activists
It’s that time of year when shareholder activists plot their strategies to needle, cajole, and confront Corporate America later this spring in the proxy season. As has been the case for several years, executive compensation is a major concern. Buoyed by Verizon’s decision to adopt shareholder advisory votes over executive pay and Aflac’s plan to […]
Posted inRegulatory Enforcement
Defense Bar Pleased With Uniphase Victory
Corporate America is cheering a recent victory by JDS Uniphase over aggrieved shareholders in a rare class-action securities lawsuit that actually went to trial—an outcome that may embolden other companies to fight class-action lawsuits as well. The verdict was handed down Nov. 27 by a jury in federal district court in Oakland, Calif. Shareholders had […]
Posted inRegulatory Enforcement
Delaware Widens Scope of Records Requests
The Delaware Chancery Court has wedged open the door a bit more for plaintiffs in securities lawsuits to force companies to share their confidential accounting records. Zagore The ruling does not apply to all cases in the ever-important Delaware jurisdiction, but it “provides a nice overview of what Delaware allows on books and records,” says […]
Posted inRegulatory Enforcement
Shocker! Class-Action Lawsuit Goes to Trial
A rare event in class-action securities litigation is currently unfolding in California: an actual securities litigation trial. The lawsuit, JDS Uniphase Securities Litigation, is being heard in U.S. District Court in Oakland. Filed by the Connecticut Retirement Plans and Trust Funds, it claims that JDS Uniphase executives unloaded stock worth hundreds of millions from April […]
Posted inFrom the Archive
Verizon Adopts Say on Pay; So Who’s Next?
Verizon Communications has turned up the heat on whether shareholders should have a greater say in executive pay packages, an issue that dominated this year’s proxy season and is sure to be back again in 2008. The telecom giant earlier this month voluntarily adopted a policy to let shareholders have an advisory vote on executive […]
Posted inEthics & Culture
Backdating Cases to Close Without Enforcement Action
A top Securities and Exchange Commission enforcement official tells Compliance Week the regulator will likely close out a large number of its options backdating cases in the near future without taking any enforcement action. And in a break from its recent practice, the official, Walter Ricciardi, deputy director of the Division of Enforcement, said the […]
Posted inBoards & Shareholders
The Proxy Advisory World Goes Corporate
Proxy advisory firms have provided valuable advice to companies and shareholders sorting through the deal mania of recent years—right until deal mania swept up the proxy firms themselves. In the last six weeks, Institutional Shareholder Services dropped its venerable name in favor of RiskMetrics, the company that purchased ISS one year ago. Its chief rival, […]
Posted inBoards & Shareholders
A Primer on Board Committee Meetings
It’s no secret that board members are under more pressure and expected to do more since the corporate scandals earlier in the decade and the subsequent passage of the Sarbanes-Oxley Act. Just ask the individuals who sit on board committees. According to at least one survey, committee members now participate in more meetings than they […]