Sunday September 07, 2008
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 Cover StoryState Litigation GuideCommentators taking note of the recent felony convictions of several high-profile plaintiffs’ lawyers, including Bill Lerach and Melvyn Weiss, have declared that the tort reform battle is over and the corporate defenders have won. Nothing could be further from the truth. While a few big guys may be cooling their heels in jail, it’s still not safe to tread in America’s litigation waters. Full Story  Directors to WatchIt’s no secret that directors skew toward an older demographic. After all, most boards are looking for individuals who possess a career’s worth of experience and wisdom—executives who have battle scars and gray hair to prove it. Full StoryWhen Political Giving Doesn't PayMost boards probably don’t think too much about their company’s political donations. But now investor groups are calling for more diclosure and new evidence has emerged that political giving could be a sign of underlying problems. Led by a nonprofit, non-partisan group called the Center for Political Accountability, these investors have argued that corporate donations should be disclosed publicly so shareholders can assess any investment risks they may pose. They also call on boards to provide oversight of companies’ political spending. Full Story A 'Chewable' Poison PillHarvard Professor Lucian Bebchuk is on a quest to modify the corporate takeover defense mechanism known as the poison pill. And boards are taking notice. Full StoryHere Come the RegulatorsThe fallout from the subprime and credit crisis continues to highlight imperfections in our banking and finance system. A bright light is now being shined on the patchwork of regulatory bodies, often with overlapping jurisdictions and prerogatives, tasked with overseeing financial and banking entities. Full Story Economy: A Plan For All SeasonsEconomic forecasts range from dire to optimistic, and the march of unexpected events continues without end in sight. In this current period of volatility, directors may be surprised at how quickly a company’s fortunes can change. They may find themselves in a difficult situation through no fault of their own or their board’s. Full StoryFixing the Rating GameThe SEC may not take up controversial issues like shareholder access to the proxy this year, but boards can expect action on other topics, including credit-rating agencies. Full Story Viewpoint: If You Can't Beat 'Em...Executive compensation and perceived abuses of the system by some companies have continued to put compensation committees under the microscope. To avoid the risk of a legislated advisory vote on pay, directors might consider a compromise. Full StoryGlobal Companies, Global LiabilitiesWhile some litigation trends in the United States are troubling for business leaders and directors, what is happening in many countries around the world can be downright scary. As the pace of globalization intensifies, board members become targets for personal liability in far-off jurisdictions. Full Story CD&A: The Second Time AroundIncreasingly detailed executive pay disclosures haven’t led to across-the-board cuts in CEO pay. Instead, boards are using new disclosure rules to demonstrate how executive compensation plans are tied to shareholder value. Full StoryWho Sank Bear Stearns?Did unfounded rumors contribute to the run on Bear Stearns that pushed the country’s once fourth-largest investment bank to the brink of collapsing? Full StoryShareholder Give and TakeThe hot topics this proxy season are a surprise to no one: majority voting and “say on pay.” “These issues have been the perennial favorites for the last few years,” says Patrick McGurn, special counsel to proxy advisory firm, RiskMetrics Group. Full StoryLawyers + Hedge Funds = More LawsuitsThink that the United States fosters an overly litigious society now? Wait until huge dollars start flowing to the plaintiffs’ bar from third-party investors looking for a share of case settlements. That’s exactly what some legal experts think could happen here in the near future. Full StoryHenry Paulson: Man With a PlanThere will be no quick fixes to the current credit crisis, nor will the framework for improving regulatory structures be built overnight. Speaking before the spring gathering of the Council of Institutional Investors in April just weeks after the formal introduction of a controversial blueprint for modernizing the financial regulatory structure, U.S. Treasury Secretary Henry M. Paulson Jr. outlined the vast challenges that lie ahead. Full StoryThe Coming Global-Warming Litigation OnslaughtThe plaintiffs’ bar is raising the stakes in the global-warming debate through what AJP partner Southeastern Legal Foundation (SLF) describes as “the most dangerous litigation in America.” Full StoryPeer Exchange: Has the Pendulum Swung Too Far?While some of the backlash against executive compensation is beginning to abate, presidential politics, Congressional hearings, and institutional investors continue to point the spotlight on what has become a populist issue. A recent Directorship Roundtable on executive compensation explored such trouble spots as pay for performance, the proper metrics to use when setting targets, the decision to disclose targets, and the effect of private equity on executive recruitment and retention. Full StoryPeer Exchange: A Systematic Approach to RiskAt the conclusion of World War I, French Prime Minister Georges Clemenceau famously said that war was too serious to entrust to soldiers. The same can be said of risk: it is too important to be left solely to corporate compliance officers. That was the broad consensus when a Directorship Roundtable was convened on the topic of corporate governance and compliance. Full StoryCompensation Committee: Fear of the UnknownAs with many aspects of board service, the biggest personal and financial risks facing compensation committees are often the unknowns: embarrassing revelations that blindside directors and undermine shareholder confidence. Mitigating those risks calls for processes to recognize, track, and ultimately minimize uncertainty, while preparing for the range of possible outcomes. Compensation committees can start by addressing the following fundamental questions. Full StoryMaking the Most of Executive SessionsCandor and unvarnished viewpoints are tremendously important to the audit committee in its oversight role, which is why executive sessions are now standard fare for audit committees. What’s not standard is the value and insight that these sessions produce: Many audit committees continue to wrestle with various factors—like timing and frequency, what’s discussed, who participates, and follow-through with management—that can help, or hamper, the committee’s efforts to get the most out of executive sessions. Full StoryBooks for the Board and the BeachWith the hope of languid hours at the beach, a cool drink, and good book in hand, we’ve solicited opinions from some of our favorite readers, publications, and publishers to assemble what we think of as a thinking person’s guide to evocative summer reading. Full StoryThe Crisis in Healthcare BoardroomsPoliticians frequently speak of the healthcare crisis in America. Although most discussions focus on the lack of health insurance or proper care for uninsured patients, there is another crisis brewing in the boardrooms of healthcare institutions across America. Increasingly, healthcare organizations and their boards of directors are under intensifying scrutiny from government regulators, politicians, and the plaintiffs’ bar. Full StoryPostings: June / July 2008Recent board appointments: Neville,McGrath,Wuffli, and more Full StoryEditor's Letter: States and Directors to WatchIn this issue, we bring you our annual Boardroom Guide to State Litigation Climates and our “Directors to Watch” special feature. Full StoryCoda: June / July 2008Keep your eye on the Norm, Zipcar, interest rates, Barney Frank, and paper clips. Full Story |
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