Maybe declassified boards aren’t such a good governance idea after all. At least, that’s the argument from Eric Robinson, a partner with the law firm Wachtell Lipton Rosen & Katz. He recently fired off a legal bulletin challenging the assumption that declassified boards—that is, ones where all directors are up for re-election in the same […]
Stephen Taub
Posted inRegulatory Enforcement
Fewer Class-Action Suits, for Many Reasons
Corporate America seems to be slipping out of the crosshairs of litigation-hungry plaintiffs these days. The number of class-action securities lawsuits has plunged this year to only 59 such suits filed in the first half of 2007—42 percent below the average midyear mark for the last decade, according to the Stanford Law School Securities Class […]
Posted inBoards & Shareholders
Resolved: A Question of Board Resignation
For perhaps the first time since the majority vote movement took off two years ago, a company has refused to accept the resignation of a director who failed to receive the necessary votes to be re-elected to the board. Shareholders at Gen-Probe, a maker of medical diagnostic equipment with a $3.4 billion market capitalization, cast […]
Posted inRegulatory Enforcement
Defensive Strategies in Foreign Litigation
The long arm of the U.S. law is intimidating enough for corporations. Now the long arms of the law in other nations are getting in on the act. The latest U.S. company tripped up by the global ambitions of overseas regulators in the Bank of New York, hit with a $22.5 million lawsuit by Russian […]
Posted inRegulatory Enforcement
Defensive Strategies in Foreign Litigation
The long arm of the U.S. law is intimidating enough for corporations. Now the long arms of the law in other nations are getting in on the act. The latest U.S. company tripped up by the global ambitions of overseas regulators in the Bank of New York, hit with a $22.5 million lawsuit by Russian […]
Posted inFrom the Archive
SOX Whistleblowers Tread A Lonely Path
When federal officials issued final regulations for the whistleblower provisions of the Sarbanes-Oxley Act in the summer of 2004, experts deemed it a seminal moment. Three years later, however, it has become painfully apparent that the SOX provision—Section 806—has not lived up to its promise to provide protection for whistleblowers trying to expose corporate wrongdoing. […]
Posted inRegulatory Enforcement
Tellabs Decision: A Tighter Noose For Plaintiffs?
The Supreme Court has handed defendants in class-action securities lawsuits yet another bulwark to fend off shareholder litigation, raising the bar for how much scienter, or knowing intent to commit wrongdoing, that plaintiffs must prove. The case, Tellabs v. Makor Issues & Rights, stems from a shareholder lawsuit against Tellabs Corp., accusing the communications equipment […]
Posted inRegulatory Enforcement
Tracking Recent Trends In SEC Enforcement
It’s a question often on the mind of corporate counsels: What is the Securities and Exchange Commission’s latest thinking on enforcement actions? The Commission’s interest in corporate crackdown shifts from time to time, as budgets rise and fall or new scandals emerge and recede. Since the debut of the Sarbanes-Oxley Act in 2003, the trend […]
Posted inFrom the Archive
Activists Savor Proxy Season Victories
Board directors and shareholder activists might remember the 2007 proxy season for the record number of shareholder proposals filed this spring. A more subtle statistic, however, is equally telling about the state of corporate governance today: the swiftly rising number of companies agreeing to settle or negotiate such measures. Bowie “Companies are being more flexible […]
Posted inFrom the Archive
‘Green’ Governance Slowly Pushes Forward
Environmental activists seemingly suffered a setback at ExxonMobil’s May 30 annual meeting, when institutional investors mounted a well-orchestrated effort to withhold votes for a director who refused to meet with them and discuss the company’s climate strategy—and failed miserably. Then again, the same group won 31 percent support for a shareholder resolution calling on the […]