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The Rite of Spring: Preparing for the 2016 Proxy Season
In the summer of 1986, one of our firm's senior advisers, Rich Koppes, sat down to lunch in a stately New York restaurant with the corporate secretary of a Fortune 100 company. As the newly minted General Counsel of the California Public Employees Retirement System (CalPER), Rich had been tasked with building up its corporate governance department. He started by contacting the largest companies in CalPERS' portfolio to gauge the current state of engagement, which prompted the lunch. The conversation was friendly, but when asked about how often the board spoke to its institutional investors, the corporate secretary replied, “to be honest, Rich, we just don't think about people like you.”
Oh, how times have changed. Driven by economies of scale and the ever-growing popularity of low-cost mutual funds and index investing, large institutional investors like Blackrock, Vanguard and State Street have become dominant players in the asset management industry. Former SEC Commissioner Luis Aguilar recently noted that a decade into our new century, institutional shareholders now manage over 67% of all public U.S. equities and over 73% of the outstanding equity of the 1,000 largest U.S. corporations.
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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.