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Majority Voting
The labor union-driven movement to require that directors be elected by a majority vote rather than a mere plurality has gained traction with remarkable speed. As highlighted by Neal, Gerber & Eisenberg LLP's company-by-company Study of Majority Voting in Director Elections (available at www.ngelaw.com), majority voting has become a marquee issue for the 2006 proxy season that creates the specter of unintended consequences, such as triggering change of control clauses in credit agreements. While a powerful force by itself, majority voting is a component of a group of governance 'reforms' that signal a shift in the balance of power between boards and stockholders.
Until recently, virtually all directors of U.S. corporations were elected under a 'plurality' standard, meaning that the nominees with the largest number of votes were elected, up to the number of directors to be chosen at the election, without regard to votes 'withheld' or 'against' (even if they constitute a majority of the votes cast). Accordingly, many stockholder activists consider director elections largely symbolic and an ineffective mechanism for creating accountability in the boardroom. A stockholder who believes in a business, but who is uncomfortable with the board and its decisions on issues such as executive compensation is left with a simple choice ' sell or stay put.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.