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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

SEC Votes to Give Shareholders Say on Pay for Top Executives

Posted on January 31, 2011
Last week, on Jan. 25, 2011, the SEC adopted rules concerning shareholder approval of executive compensation and "golden parachute" compensation arrangements as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act. More specifically, the SEC voted 3-2 (along...

Firm Value Improved by Shareholder Access to Proxy Vote

Posted on January 25, 2011
A recent working paper published by Harvard Business School researchers presents evidence supporting regulatory efforts to increase shareholder power by providing proxy access to board elections. The results suggest that the financial market puts a positive value on the election...

Inside Look Into Goldman Sachs

Posted on January 24, 2011
For an inside peak to the corporate structure of Goldman Sachs, you should read The New York Times article discussing the inner circle of the company?s partnership structure. Through regulatory filings and internal partnership documents, The New York Times and...

Public Pensions Continue to Take a Beating

Posted on January 21, 2011
An article today in the WSJ entitled ?One-Two Punch at Pensions?, reports that in the past two days New York State?s two most powerful elected officials ? Mayor Bloomberg and Governor Cuomo ? have threatened massive public layoffs unless public...

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From the Pages of The Pomerantz Monitor: Defendants Escape Liability for Failing to Detect, and Stop, Massive Frauds at Refco and AIG

Posted on January 18, 2011
As Anthony Maul reports in the latest issue of The Pomerantz Monitor, creditors and investors rely on outside auditors to keep their corporate clients honest. So when those creditors or investors discover that one of those corporations has perpetrated a...

Goldman-Facebook: Globalization or somebody?s cat?

Posted on January 18, 2011
?Goldman Sachs? decision to lock U.S. resident investors out of its Facebook private placement failed to dim the spotlight on the transaction. In one comment, blogger Yves Smith coined the phrase: ?The Goldman Uncertainty Principle of Securities Regulation...

On The Scarcity of IPOs

Posted on January 14, 2011
As Steven Davidoff opine?s in the NYTimes Facebook's recent highly publicized sale of private shares to Goldman Sachs's clients is a "Rorschach test.? His article considers allegations that SOX is what stopped Facebook and others from going public sooner...

New York Law Journal Examines Say-on-Pay in the U.K. and its Implications for the U.S.

Posted on January 13, 2011
We continue to follow the implementation of ?say-on-pay? rules mandated by the Dodd-Frank Act, pursuant to which shareholders will soon be given the right to a nonbinding vote on executive compensation. The New York Law Journal published an interesting article...

The CFTC?s Latest Dodd Frank Endeavor

Posted on January 12, 2011
On January 7, 2011, the Commodity Futures Trading Commission (?CFTC?) proposed a rule in its effort to implement the requirements of the Dodd-Frank Act. That rule, 17 CFR Part 37, addresses core principles and other requirements for swap execution facilities...

Study Shows Benefits of Securities Class Actions

Posted on January 07, 2011
As the blog, The Investor Advocate noted that a new study of 650 securities class actions filed in the United States found that corporate defendants will reorganize management and improve productivity after such actions and can eventually ?lead to medium-to...

US Companies Divided on Say-on-Pay Frequency, Towers Watson Poll Finds

Posted on January 06, 2011
According to a new poll conducted by Towers Watson (NYSE, NASDAQ: TW), U.S. companies are split on how frequently they should put their executive compensation programs to a nonbinding say-on-pay shareholder vote. According to its press release, Towers Watson further...

From the Pages of The Pomerantz Monitor: Relocation Subsidies: The Latest Corporate Giveaway

Posted on January 04, 2011
The Pomerantz Monitor reports on one of the latest issues angering shareholders -- relocation subsidies. Reimbursement of relocation expenses is nothing new: if a company asks an employee to move, the least it can do is pay the costs incurred....

Goldman and Facebook: New Year or D�j� Vu?

Posted on January 04, 2011
Go figure. The New York Times reports that Facebook, Inc.,has received a $450 million investment from Goldman Sachs that values the social networking firm at $50 billion in non-public secondary markets. As part of the deal, Goldman is also expected...

CII Sends Letter of Support to SEC

Posted on December 29, 2010
On December 16, the Council of Institutional Investors sent a comment letter to the SEC in support of a proposed rule on security based swaps that is aimed at preventing fraud, manipulation and deception, and which would greatly benefit institutional...

Group Questions Implementation of Whistleblower Rule

Posted on December 22, 2010
A coalition group headed by Voices for Corporate Responsibility, the Government Accountability Project, Change to Win and the National Employment Lawyers Association submitted a letter to the SEC raising concerns that the agency?s proposed rules for whistleblowers under the Dodd-Frank...

From the Pages of The Pomerantz Monitor: Homeowners are from Venus, Banks are from . . . MERS?

Posted on December 21, 2010
As Adam Prussin reports in the current issue of The Pomerantz Monitor, hardly anyone ever heard of a company called MERS. But the odds are pretty good that MERS, the Mortgage Electronic Registration Systems, is the record owner of the...

SEC Seeks Comment on Proposed Dodd-Frank Swaps Rules

Posted on December 20, 2010
As we described earlier this year, the Dodd-Frank Wall Street Reform and Consumer Protection Act provided the Securities and Exchange Commission with authority to regulate certain derivative contracts called security-based swaps. The Dodd-Frank Act requires that most security-based swaps be...

Ban Big Bonuses at Bailout Banks

Posted on December 17, 2010
An overwhelming majority of Americans (70%) say ban big bonuses at banks and other Wall Street firms that required taxpayer bailouts, according to a Bloomberg National Poll. Only 7% say bonuses are an appropriate incentive reflecting Wall Street?s return to...

NERA Reports On 2010 Securities Class Action Trends

Posted on December 15, 2010
On December 14, 2010, NERA Economic Consulting released its report, entitled "Trends 2010 Year-End Update," an annual year-end study of securities class action lawsuit filings and settlements. The most significant findings were that class action filings increased substantially in the...

Will Dodd-Frank Whistleblower Bounties Actually Pay Out?

Posted on December 14, 2010
One of the most talked-about provisions of the recently-enacted Dodd-Frank financial regulation provides substantial monetary awards to whistleblowers that provide securities regulators with information resulting in successful enforcement actions. Much of the discussion has focused on whether or not the...

Federal Intervention in Pension Accounting

Posted on December 14, 2010
Legislation introduced on December 2, 2010 by House Republicans would require state and local government pension funds to report pension liabilities to the Treasury Department using a uniform set of accounting standards or be denied tax-exempt borrowing...

Academics Find Class Actions Benefit Shareholders, Promote Reorganization

Posted on December 10, 2010
As reported in the Investor Advocate a recent academic study published in the November/December issue of Financial Analysts Journal found that securities fraud class action lawsuits are effective at instigating corporate overhauls and that investors benefit from the resulting reorganized...

Top 100 Board Candidates for Fresh Perspectives

Posted on December 08, 2010
Surprising or not, according to cfo.com, more than half of public corporations do not have a single minority director and one out of three companies lacks a female director. In the spirit, of the SEC?s new proxy disclosure rule that...

2010 Local Government Health and OPEB Funding Survey Available Now

Posted on December 07, 2010
Fifty percent of local governments in the U.S. expect decreased revenue in 2001, and 19 percent expect to have fewer employees, according to a newly released survey funded in part by the National Conference on Public Employee Retirement Systems. The....

Does Operation Broken Trust Break a Promise?

Posted on December 07, 2010
An article by Andrew Ross Sorkin in yesterday?s New York Times pulls backs the curtains on the government?s Operation Broken Trust and finds less there than the Department of Justice would have us believe. On Monday, Attorney General Eric Holder...

Council of Institutional Investors Weighs in on "Say-on-Pay"

Posted on December 02, 2010
As we reported in late-October, the SEC released proposed rules designed to implement the executive compensation provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules will empower shareholders to cast advisory votes on executive compensation and...

The FSOC: What Makes A Financial Market Utility Systemically Important?

Posted on December 01, 2010
Pursuant to its authorization under the Dodd-Frank Act, the Financial Stability Oversight Committee (?FSOC?) members voted on November 23 to approve an advance notice of rulemaking soliciting public input on the question of how the council should determine when to...

William K. Black on The Beauty of Fraud

Posted on November 23, 2010
What we?re watching: William K. Black?s You Tube clip, ?The Beauty of Fraud.? Black is, among other things, a former senior deputy chief counsel at the Federal Office of Thrift Supervision and author of The Best Way to Rob a...

Calling All Whistleblowers

Posted on November 12, 2010
With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has voted unanimously to propose a whistleblower program that is simple and straightforward to reward individuals who provide the agency with high-quality tips that lead...

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