Corporate Governance
Dodd-Frank Wets Whistles
In May the Securities and Exchange Commission (SEC) published the final rule implementing the Whistleblower program under Section 922 of Dodd-Frank Wall Street Reform and Consumer Protection Act. SEC rules provide whistleblowers with a 10% to 30% “bounty” of the monetary sanctions recovered by SEC based on the whistleblower’s tip. According to the SEC, complaints [...]
Comparative Corporate Governance Distinguished Lecture Series – Fall 2011
(Co-sponsored by the Fordham Law Office of International & Non-J.D. Programs) This series invites distinguished visiting international scholars from Latin America, Europe and the Middle East to present current research on issues in global financial law to faculty, students and alumni. October 11, 2011 José Ricardo de Bastos Martins Peixoto e Cury Advogados (São Paulo, [...]
A Defense of Excessive Pay? The Effects of In re Goldman Sachs Group, Inc. Shareholder Litigation
With the financial sector meltdown in 2008, the resulting recession, and the recent “Occupy” movements springing up across the country, many have begun to closely scrutinize the practices and procedures of the financial organizations involved in the financial fiasco. Reports of near 10% unemployment contrasted with those of financial institutions paying hefty salaries and accruing [...]
Too Good To Be True: Delaware Court of Chancery Awards Derivative Plaintiffs $1.26 billion in Damages for Breach of Duty of Loyalty
In re Southern Peru Shareholder Derivative Litigation, the Delaware Court of Chancery found that Southern Peru Copper Corporation’s (“Southern Peru”) acquisition of Minera Mexico, S.A. de C.V., (“Minera”), from its controlling shareholder, Grupo Mexico, S.A.B. de C.V. (“Grupo Mexico”), was a “manifestly unfair transaction” and a breach of the duty of loyalty. The Opinion, written [...]
TAGS Chancellor Strine, delaware chancery court, duty of loyalty
POSTED IN Corporate Governance, Corporate Law
POSTED IN Corporate Governance, Corporate Law
Holding the Key Doesn’t Lock in Success – Your Job or Your Principal
Investors lent MF Global Holdings Ltd. $650 million over three months ago in a wager Jon Corzine, recently appointed CEO, would make the futures brokerage house into Goldman Sachs Jr. MF Global filed for bankruptcy before making its first interest payment on the debt. The futures broker sold $325 million worth of five-year, 6.75 percent [...]
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TAGS bankruptcy, Jon Corzine, leverage, MF Global
POSTED IN Bankruptcy, Corporate Governance
POSTED IN Bankruptcy, Corporate Governance
Balancing Risk & Opportunity in Brazil Under the FCPA
With the rise of global capital and cross border transactions, the Foreign Corrupt Practices Act (“FCPA”) has become an increasingly important enforcement mechanism in the compliance regime. The FCPA, enacted in 1977 to curtail the widespread bribery of foreign officials by U.S. companies, now extends to foreign companies that issue shares or American Depository Receipts [...]
Say on Pay and the Business Judgment Rule
Last week the Delaware Chancery Court dismissed a derivative suit filed against Goldman Sachs. The suit alleged that the company’s compensation system wrongfully rewarded employees for taking risks that harmed the firm’s stock price. The suit was filed in the wake of the most recent mortgage crisis. The plaintiffs lawyers argued that the firm’s board [...]
Featured Video
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Eugene P. and Delia S. Murphy Conference on Corporate Law
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Representation Without Accountability?
- Business Law Practitioners Series – Fall 2011
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The Philosophy and Practice of Disclosure
- BLPS – Rory Cutaia ’85
- The Looming Problems of The Bureau of Consumer Financial Protection
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Financial Reform Legislation: There Ought To Be A Law, But Is This It?
Highlights From Volume 18 Book I
THE BEHAVIORAL PARADOX: WHY INVESTOR IRRATIONALITY CALLS FOR LIGHTER AND SIMPLER FINANCIAL REGULATION
It is widely believed that behavioral economics justifies more intrusive regulation of financial markets, because people are not fully rational and need to be protected from their quirks. This Article challenges that belief. Firstly, insofar as people can be helped to make better choices, that goal can usually be achieved through light-touch regulations. Secondly, faulty [...]
DEMANDING SUBSTANCE OR FORM? THE SEC’S PLAIN ENGLISH HANDBOOK AS A BASIS FOR SECURITIES VIOLATIONS
In 1998, the United States Securities and Exchange Commission (“SEC” or “Commission”) released a style manual titled “The Plain English Handbook.” The culmination of a drive by its Chairman, Arthur Levitt, the Handbook drew upon the rules of grammar, best industry practice, and even the support of billionaire Warren Buffett in calling for a layman’s [...]
FULL OF HOT AIR? EVALUATING THE AIRGAS COURT’S RESERVATIONS ABOUT SHAREHOLDERS’ SHORT-TERM AND LONGTERM INTERESTS IN TAKEOVERS
This Note explores the incentives and preferences of shareholders in takeovers. This analysis is conducted in the context of the Delaware Chancery Court’s February 2011 decision in Air Products & Chemicals v. Airgas. In that case, the court’s decision largely turned on whether certain short-term and long-term shareholders have different preferences and incentives in takeovers. [...]
News & Events
- Can Woman Have It All? A Live Webcast with Anne-Marie Slaughter (4/24/2013)
- 13th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law (4/18/2013)
- 13th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law (4/18/2013)
- International In-House Counsel Breakfast Forum Series for Students (4/18/2013)
- Business Law Practitioners Series for students (4/16/2013)
- Fordham Corporate Center