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Corporate Governance

PomTalk

Commentary and analysis of developments in the fields of corporate governance, executive compensation, securities regulation and related areas geared towards institutional investors (hedge fund, pension fund, etc.).
By Murielle Steven, Jason S. Cowart, Jeremy Lieberman and and Fei-Lu Quan.

Post Frequency: 1/day

Last Entry: October 17, 2012 at 09:39:54

The Citi That Almost Slept

Posted on October 17, 2012
As Susan Weiswasser reports in the current issue of The Pomerantz Monitor, a New York District Court has preliminarily approved a $590,000,000 securities class action settlement between Citigroup, the country?s third largest bank, and its shareholders, who lost millions when...

Things Get Rough in Mr. Roger's Neighborhood

Posted on September 17, 2012
As reported in the current issue of The Pomerantz Monitor, Duke Energy recently acquired Progress Energy. When their proposed merger was announced 18 months ago, the two companies said that Johnson, head of Progress, would take over as chief of...

The Failure of Self-Regulation

Posted on September 06, 2012
In the current issue of The Pomerantz Monitor, Joshua Silverman reports on self-regulatory organizations (SROs). In 1938, then SEC general counsel Chester Lane told a group of bond dealers that the Commission believed that the job of regulating broker-dealers ?can...

Seizing Property to Unseize Property Markets

Posted on August 28, 2012
In the current issue of The Pomerantz Monitor, Jay Douglas Dean reports on the potential use of eminent domain to free up the stagnant housing market. Millions of home owners are still underwater, defaulting on a massive scale. As foreclosures...

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A Lawyer Looks at Obamacare

Posted on August 01, 2012
In the current issue of The Pomerantz Monitor, Brian Hufford, one of the most respected healthcare counsel in the country, writes about theJune 28, 2012 U.S. Supreme Court decision on the constitutionality of Patient Protection and Affordable Care Act, otherwise...

Love's LIBOR Lost

Posted on July 24, 2012
As Adam Prussin reports in the current issue of The Pomerantz Monitor, a few weeks ago news erupted of what may be the worst financial scandal in years: the systematic manipulation of interest rates by the largest banks in Europe...

Two Courts Refuse to Enjoin Proposed Class Action Settlement

Posted on July 18, 2012
As Matthew Tuccillo reports in the May/June issue of the Pomerantz Monitor, corporate transactions are typically challenged by shareholders in multiple jurisdictions. Courts will sometimes stay duplicative cases, so that defendants do not have to fight the same claims in...

Study Says Broker Rebates Cost Investors Billions

Posted on July 10, 2012
As Adam Prussin reports in the current issue of The Pomerantz Monitor, stock trading in the United States stock market has not only failed to recover since the 2008 financial crisis, it has continued to fall. The New York Times...

Merger Deals: When "Protections" Become Straitjackets

Posted on July 02, 2012
As Ofer Ganot reports in the current issue of The Pomerantz Monitor, the Delaware Chancery Court?s recent approval of a settlement in a case involving the Celera Corporation highlights the tension that occurs when companies entertain acquisition proposals...

Here Comes the JOBS Act

Posted on June 27, 2012
As Fei-Lu Qian reports in the current issue of The Pomerantz Monitor, on April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (?JOBS Act?), with the purpose of spurring job creation by improving access to...

SEC?s New Rules Re Compensation Committees and Their Consultants

Posted on April 01, 2011
The SEC voted to propose rules directing the national securities exchanges to adopt listing standards related to a company?s compensation committee, as well as the compensation advisers that these committees retain, as required by the Dodd-Frank Wall Street Reform and...

New Entrant in Credit Ratings Game

Posted on March 29, 2011
Jules Kroll, founder of Kroll, Inc., is best known for pioneering the corporate intelligence business. Kroll, Inc. specializes in ?pursuing financial crime across international borders? and has a history of tracking down assets linked to dictators. Beyond such international exploits,...

The U. S. Chamber of Commerce?s Dirty Tricks, Business and Political

Posted on March 28, 2011
According to leaked e-mails and documents posted on line by Wikileaks and as reported in the Washington Post, the Los Angeles Times, the New York Times and Politico, the powerful U. S. Chamber of Commerce (CoC) has been engaged in...

From the Pages of The Pomerantz Monitor: New Whistleblower Provisions Stir Debate

Posted on March 24, 2011
As Joshua Silverman reports in a recent issue of The Pomerantz Monitor, The Dodd-Frank Act financial reform legislation, as implemented by SEC regulation, contains new whistleblower provisions allowing whistleblowers to qualify for monetary awards of up to 30 percent of...

Israeli Investors: Dual Listing Preserves Protection of US Securities Law

Posted on March 21, 2011
The Supreme Court?s ruling in Morrison v. National Australia Bank Ltd does not strip investors in US companies who purchased their shares overseas of securities fraud protections under US law if the shares were dual listed, say Israel?s securities regulation...

SEC To Require Disclosure of Incentive-Based Compensation

Posted on March 11, 2011
Last week, on March 2, 2011, the SEC proposed a rule requiring brokers, dealers and investment advisers with $1 billion or more in assets to disclose the structure of their incentive-based compensation practices. In addition, the rule also prohibits any...

Will The SEC Take Down Morrison?

Posted on March 09, 2011
Pursuant to Section 929Y of the Dodd-Frank Act, the SEC solicited public comments back in October 2010 (and will conduct a study) to determine the extent to which private rights of action under the antifraud provisions of the federal securities...

From the Pages of The Pomerantz Monitor: You Bet My Life

Posted on March 08, 2011
As Adam Prussin reports in the current issue of The Pomerantz Monitor, most of us buy life insurance as a way to provide for our loved ones after we are gone. But some would prefer to use this prosaic product...

Draft Report Highlights SEC ?Capacity Gap?

Posted on March 07, 2011
The Securities and Exchange Commission faces a ?capacity gap,? according to a Bloomberg report citing a consultant?s internal review. The Bloomberg News report, published today, cited preliminary findings by the Boston Consulting Group, Inc. The agency is about 400 employees...

Shareholder Activism in France

Posted on March 03, 2011
In a report by the Conference Board entitled, ?The Professionalization of Shareholder Activisim in France,? it discusses the evolution of shareholder activism in France. The report concludes that shareholder activism ?in France is increasingly influenced by networks of hedge funds...

Ambitious Plans by U.S. Audit Regulator

Posted on March 01, 2011
The Public Company Accounting Oversight Board is planning to ?ramp up? the number and scale of its inspections and enforcement actions in 2011. The new head of the PCAOB, which oversees auditors of U.S.-registered companies, said that the board has...

Financial Crisis Inquiry Commission Releases Crisis Inquiry Report

Posted on February 25, 2011
Late last month, the Financial Crisis Inquiry Commission released its long-awaited Financial Crisis Inquiry Report, which is available in PDF here. The Commission was created to ?examine the causes, domestic and global, of the current financial and economic crisis in...

FDIC Reports Increase in Problem Banks

Posted on February 25, 2011
As reported at D&O Diary the latest FDIC?s Quarterly Banking Profile showed, once again, an increase in ?problem institutions.? Of the 7,667 institutions that were federally insured as of December 31, 2010, the FDIC rated 884 of them as problem...

From the Pages of The Pomerantz Monitor: The Supremes and U.S. Chamber of Commerce Are Reading from the Same Playbook

Posted on February 23, 2011
As Jason Cowart reports in the current issue of The Pomerantz Monitor, one of the most controversial Supreme Court decisions of 2010, Citizens United v. Federal Election Commission, fundamentally altered the way elections will be conducted in our country...

Law Professors Support the SEC?s New Proxy Access Rule

Posted on February 11, 2011
Law professors from thirty-one (31) law school joined together to file a brief in support of the constitutionality of the SEC?s new proxy access rule. Although the SEC voted to approve SEC Rule 14a-11 last year, its implementation has been...

From the Pages of The Pomerantz Monitor: Must Loss Causation be Proven at the Class Cert Stage?

Posted on February 10, 2011
As Adam Prussin opines in the current issue of The Pomerantz Monitor, few decisions have caused more members of the plaintiffs? bar to pull their hair out than the Fifth Circuit?s 2007 decision in Oscar Private Equities. There the court...

SEC v. Credit Rating Agencies

Posted on February 09, 2011
The Securities and Exchange Commission ("SEC") proposed a rule today which would remove credit ratings as one of the conditions for companies seeking to use short-form registration when registering securities for public sale. ?Over-reliance on credit ratings has been one...

Executives? Personal Portfolios Hedged

Posted on February 08, 2011
The New York Times reported Saturday that more than a quarter of Goldman Sachs? partners used various hedging strategies from July 2007 through November 2010, based on its reporters? analysis of regulatory filings. According to a Goldman spokesperson quoted by...

Fraudsters as Executives, Elude SEC Ban

Posted on February 07, 2011
As the Wall Street Journal reports, some publicly traded companies have seized upon a so called "Grey Area" to employ those accused of fraud who are subject to an SEC Ban. Eaglesham highlights the case of Jason Galanis, who enjoys...

Manhattan D.A. Signals Increased Martin Act Enforcement

Posted on February 01, 2011
In a speech to the New York City Bar Association, Manhattan D.A. Cyrus R. Vance last week called for tougher enforcement of a New York state law that broadly prohibits deceitful conduct in connection with the offer, sale or purchase...