TheCorporateCounsel.net

December 31, 2012

Is the FBI Keeping Tabs on Shareholder Proponents?

I’ve had the flu so I’ve been doing a bit of reading, including David Halberstam’s excellent book “The Fifties.” Reading about McCarthyism is always so shocking – yet it feels like the same type of unsubstantiated witch hunts could easily take place today. For example, I was surprised to find out – as noted in this Huffington Post piece – that the FBI was tracking the Occupy movement even before it got off the ground. That’s where our tax dollars are going? So I guess it’s not too far-fetched to ask if the FBI is checking on shareholder proponents too? Love to see the dossier on Evelyn Y. Davis…

EU Commission Proposes ’13 Action Plan for Company Law and Corporate Governance

In mid-December, as noted in this memo, the European Commission published an Action Plan with initiatives it intends to undertake in 2013 in the fields of EU company law and corporate governance. These initiatives are primarily inspired by the responses to the Commission’s 2011 Green Paper on the EU corporate governance framework and an on-line consultation on the future of European company law. They are aimed at enhancing transparency, engaging shareholders and simplifying cross-border operations of EU companies. The Commission further plans to codify a number of major EU company law directives.

Subodh Mishra of ISS’s Governance Exchange notes:

The action plan comes in response to a 2010 “green paper” on corporate governance that in turn stemmed from concerns over governance failing evidenced during the recent financial crisis. The plan effectively details initiatives regulators will take to “modernize” corporate governance with a focus on enhancing corporate transparency and empowering investors to be better stewards.

Key plans to implement E.U.-level changes include:

- A proposal in 2013 to “strengthen” corporate disclosure requirements with regard to board diversity policies and risk management through amendment of the E.U. directive on accounting;
- Improving the visibility of shareholdings in listed companies whereby beneficial owners could be identified would be addressed in 2013 through securities legislation;
- Improving the quality of corporate governance reports and in particular the quality of explanations which should be provided by listed companies that depart from the corporate governance code provisions could be addressed through a non-legislative initiative in 2013; and
- Disclosure of voting and engagement policies as well as voting records by institutional investors, improving transparency on remuneration policies and individual remuneration of directors, granting shareholders the right to vote on the remuneration policy, and improving shareholder control over related-party transactions could be addressed in 2013 through the shareholder rights’ directive.

Reaction to proposed initiates has largely been muted as interested parties wait on further details. The proposals, moreover, are largely in line with best practice guidance in the U.K. while elements of the action plan – such as mandatory say-on-pay voting – are prevalent in other European capital markets.

Mailed: November-December Issue of “The Corporate Executive”

We have mailed the November-December Issue of The Corporate Executive and it includes pieces on:

- Defining “Pay” in “Pay-for-Performance:” The Rise of Alternative Pay Measures for 2013
- Update: Proposed Regs Under Section 162(m)
- Rev. Rul. Clarifies Treatment of Dividends Under Section 162(m)
- Deferred Tax Accounting for Companies in the Red

Act Now: Get this issue for free when you try a 2013 No-Risk Trial today.

- Broc Romanek