Yearly Archives: 2018

Board Evaluation: International Practice

Mark Fenwick is a Professor at Kyushu University Graduate School of Law and Erik P. M. Vermeulen is Professor of Business & Financial Law at Tilburg University. This post is based on a recent paper by Professor Fenwick and Professor Vermeulen.

Although there is a broad consensus that we need “better corporate governance,” there is often less agreement as to what this actually means or how we might achieve it. Such uncertainties are hardly surprising. Contemporary corporate governance frameworks were significantly re-worked in the 2000s in response to a series of high-profile scandals. But these reforms appear to have had little effect on the performance of listed companies during the 2008 Financial Crisis. Moreover, the number, scale, and damage of corporate scandals and economic failures do not appear to be diminishing.

One possible reason for the poor performance of corporate governance measures has been an over-emphasis on the regulatory design of “checks-and-balances” in listed companies, rather than on the equally important question of how governance structures can add value to a firm. Our new paper, Evaluating the Board of Directors: International Practice, explores this latter issue, with particular reference to the role of boards and board evaluation.

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The Duty of Activist Investors in Negotiating Mergers

Meredith E. Kotler, Roger A. Cooper, and Mark E. McDonald are partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary memorandum by Ms. Kotler, Mr. Cooper, Mr. McDonald, and Kal Blassberger, and is part of the Delaware law series; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism by Lucian Bebchuk, Alon Brav, and Wei Jiang (discussed on the Forum here); Dancing with Activists by Lucian Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch (discussed on the Forum here); and Who Bleeds When the Wolves Bite? A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System by Leo E. Strine, Jr. (discussed on the Forum here).

On October 16, the Delaware Court of Chancery found an activist investor aided and abetted a target board’s breaches of fiduciary duty, most significantly by concealing from the target board (and from the stockholders who were asked to tender into the transaction) material facts bearing on a potential conflict of interest between the activist investor and the target’s remaining stockholders. See In re PLX Technology Inc. S’holders Litig., C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018). This decision serves as a reminder of the importance of full disclosure of material facts in cases involving potential conflicts (and not just of the potential conflicts themselves, but also of the ways in which such potential conflicts manifest themselves)—both at the board level and at the stockholder level. As this decision also demonstrates, in addition to the more familiar allegations of financial advisor conflicts, the court may find potential conflicts exist where an activist investor in the target with short-term interests that could be perceived to diverge from the interests of other stockholders is involved in merger negotiations.
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Changes to the 2019 Glass Lewis Proxy Advice Guidelines

Kern McPherson is Vice President of Research and Engagement at Glass, Lewis & Co. This post is based on a Glass Lewis memorandum by Mr. McPherson.

Summary of Changes for the 2019 United States Policy Guidelines

Glass Lewis evaluates these guidelines on an ongoing basis and formally updates them on an annual basis. This year we’ve made noteworthy revisions in the following areas, which are summarized below but discussed in greater detail in the relevant section of the complete publication (available here):

Board Gender Diversity

Our policy regarding board gender diversity, announced in November 2017, will take effect for meetings held after January 1, 2019. Under the updated policy, Glass Lewis will generally recommend voting against the nominating committee chair of a board that has no female members. Depending on other factors, including the size of the company, the industry in which the company operates and the governance profile of the company, we may extend this recommendation to vote against other nominating committee members. Also, when making these voting recommendations, we will carefully review a company’s disclosure of its diversity considerations and may refrain from recommending shareholders vote against directors of companies outside the Russell 3000 index, or when boards have provided a sufficient rationale for not having any female board members. Such rationale may include, but is not limited to, a disclosed timetable for addressing the lack of diversity on the board, and any notable restrictions in place regarding the board’s composition, such as director nomination agreements with significant investors.

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Disclosing Directors

Marco Ventoruzzo is Full Professor of Business Law and Director of the Department of Law at Bocconi University. This post is based on a recent paper authored by Professor Ventoruzzo; Piergaetano Marchetti, Emeritus Professor of Law at Bocconi University; and Gianfranco Siciliano, assistant professor at Bocconi University. Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders by Lucian Bebchuk and Assaf Hamdani (discussed on the Forum here).

In a recent paper we investigate the correlation between the composition of the board of directors of listed corporations and the quantity and quality of information disclosed to the market, also with respect to the disclosure of privileged, price-sensitive information. This work is a follow up on an empirical analysis that we published last year on dissent (either in the form of negative votes or resignation) by directors of listed corporations, available here.

The question is examined with respect to the Italian Stock Exchange, a case-study that we consider particularly relevant, interesting and useful also for other jurisdictions for several reasons. First of all, while other studies exist on the possible role of outside, non-executive and independent directors on corporate transparency, this line of work has primarily considered Anglo-Saxon jurisdictions and some Asian systems. We therefore offer new insights on a continental, civil-law system, filling a gap in the debate. Additionally, Italian rules and practices on disclosure are similar—when not identical—to other EU countries, especially with respect to rules governing mandatory disclosure of corporate events, which have been strongly harmonized by the Market Abuse Regulation of 2014. In terms of board composition, in addition to rules on independent and non-executive directors, roughly ten years ago Italy adopted “list voting,” a peculiar system designed to facilitate the election of directors appointed by minority shareholders (primarily, institutional investors). Consequently, we can test the impact of minority-appointed directors on decisions to disclose information to the market.

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Cyber-Fraud Controls and the SEC

Marc J. Fagel and Alexander H. Southwell are partners at Gibson, Dunn & Crutcher LLP. This post is based on their recent Gibson Dunn memorandum.

On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud. The report described the SEC Division of Enforcement’s investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting payments to vendors or corporate executives. [1]

Although these types of cyber-crimes are common, the Enforcement Division notably investigated whether the failure of the companies’ internal accounting controls to prevent unauthorized payments violated the federal securities laws. The SEC ultimately declined to pursue enforcement actions, but nonetheless issued a report cautioning public companies about the importance of devising and maintaining a system of internal accounting controls sufficient to protect company assets.

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Bouncing Back from a Low Say-On-Pay Vote

Edward A. Hauder is Lead Consultant and Senior Advisor at Exequity, LLP. This post is based on an Exequity memorandum by Mr. Hauder.

If your company’s say-on-pay (SOP) vote received less than 80% support, you will need to respond appropriately in next year’s proxy or face even lower support and, possibly, vote recommendations against directors. And if the SOP vote received less than 50% support, your response will be even more critically evaluated. The two major proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (GL), expect companies to respond to a “low” SOP vote (i.e., below 70% for ISS and below 80% for GL) in a particular manner, or they could find the company was unresponsive to the shareholder vote and recommend against not only the SOP on next year’s proxy, but also directors—those on the compensation committee that approved the pay at issue and/or the full board. The disclosures the proxy advisory firms want to see are very particular, and need to follow a specific format and address several items.

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Do Insiders Time Management Buyouts and Freezeouts to Buy Undervalued Targets?

Jarrad Harford is Professor of Finance at the University of Washington Foster School of Business; Jared R. Stanfield is Senior Lecturer at UNSW Australia Business School; and Feng Zhang is Assistant Professor at the University of Utah. This post is based on their recent article, forthcoming in Journal of Financial Economics. Related research from the Program on Corporate Governance includes Adverse Selection and Gains to Controllers in Corporate Freezeouts by Lucian Bebchuk and Marcel Kahan.

Conflicts of interest arise in management buyouts (MBOs) and freezeouts: the acquirers (managers and controlling shareholders) have an incentive to pay the lowest price to selling shareholders, despite having a fiduciary duty to them. Such conflicts of interest could lead to unfair treatment of public shareholders. For instance, in the buyout of the Dell Inc. by its founder and CEO Michael Dell in 2013, some investors believed that “management swoops in to get a good deal right before there’s a change in the business” (Hoffman, 2016). This, and other anecdotal examples suggest that even if they plan to create value post acquisition, managers have incentives to not only negotiate lower premiums (relative to the current market price) but also to initiate deals when the firm is undervalued.

Do managers and controlling shareholders initiate MBOs and freezeouts when the target firm is undervalued? The question is difficult to answer because one cannot observe the value path of the target had it not been acquired. In our article, Do Insiders Time Management Buyouts and Freezeouts to Buy Undervalued Targets?, we circumvent this difficulty by examining the value path of the target’s industry peers following MBO and freezeout announcements.

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The DOJ’s New Corporate Monitor Policy

Ronald C. Machen and Erin G.H. Sloane are partners and Emily Stark is counsel, at Wilmer Cutler Pickering Hale and Dorr LLP. This post is based on a WilmerHale memorandum by Mr. Machen, Ms. Sloane, Ms. Stark, Jay Holtmeier, Kimberly A. Parker, and Sharon Cohen Levin.

On October 12, 2018 in remarks made at the NYU School of Law Program on Corporate Compliance and Enforcement’s Conference on Achieving Effective Compliance, Assistant Attorney General for the U.S. Department of Justice Criminal Division Brian A. Benczkowski announced a new guidance memorandum: Selection of Monitors in Criminal Division Matters (“2018 Monitor Memorandum”). The 2018 Monitor Memorandum incorporates certain principles from prior DOJ guidance and makes explicit numerous additional considerations for assessing the need for, and potential scope of, a corporate monitor. And, importantly, unlike prior guidance that applied only to DPAs and NPAs, the new policy also extends to guilty pleas.

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Shareholder-Driven Corporate Governance

Anita Anand is the J.R. Kimber Chair in Investor Protection and Corporate Governance at the University of Toronto. This post is based on a forthcoming book (Oxford University Press: 2019) by Professor Anand. Related research from the Program on Corporate Governance includes The Case for Increasing Shareholder Power, by Lucian Bebchuk.

In the decade since the global financial crisis, shareholders have asserted more and more control in public corporations, no longer content to play the part of the passive owner. In response to this pressure, law makers continually confront the question of what additional rights shareholders should be afforded. This issue similarly invites us all to revisit the nature of the relationship between shareholder and corporation, and to ask what role law should play in affirming shareholders’ ability to influence corporate governance. Indeed, as shareholder activism grows, so does the need to develop a theory about the public corporation, including an acknowledgement of a new concept that I call “shareholder-driven corporate governance.”

The contractarian model maintains that shareholders’ relationships with corporations are defined by the bargain that the two parties have reached. Corporate law is a layer added onto this relationship, consisting of a set of default terms that apply in the absence of explicit contractual terms between the parties. But it is impossible to understand the public corporation through the contractarian lens alone; the enabling features of corporate law comprise only a subset of obligations to which these corporations adhere.

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The Law Office (LO) and Compliance Officer (CO): Status, Function, Liabilities, and Relationship

Tamar Frankel is Professor of Law Emerita at the Boston University School of Law. This post is based on a recent paper by Professor Frankel.

The emerging position of Compliance Officers (COs) poses issues concerning their status and relations to Law Officers (LOs). Both professionals deal with law, However, LO’s position is recognized and established. Compliance is a recently recognized profession. Moreover, their services differ.

LOs advise and represent their institutions in legal matters. COs monitor their institutions’ activities for violations of the law and help prevent violations. LO is telling managements what they can do. CO is telling managements what their institutions should not do. Compliance programs might reduce corporate legal risks, but, may conflict with short-term business considerations. COs cannot shelter their corporation’ information, as LOs can. Arguably, LO’s focus on clients’ legal interests; COs act to prevent client’s legal violations.

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