The tragic building collapse in Bangladesh has brought to the fore corporate social responsibility (CSR) issues involving global supply chains as the building is said to have housed factories employing workers manufacturing apparel for well-known global brands. Apart from the focus on local regulations and their enforcement in Bangladesh, the spotlight is now also thrown on the role of the...
Shareholder Activism Enters the Boardroom
Over the last month or so, an interesting debate has surfaced that takes shareholder activism to the next level. As the Deal Professor column notes, two hedge funds have initiated proposals whereby they have promised to pay their nominees, if elected to the board of the investee company, director compensation linked to the profitability of the company as if they were executives. The promised...
Competition Law Risks: Non-Compete Clauses in M&A Transactions – Part 2
[The following post is contributed by Soumya Hariharan, who is a Foreign Lawyer at Rodyk & Davidson LLP’s Corporate & Competition Law Practice in Singapore. Soumya obtained her BSL.LLB degree from ILS Law College and has an LL.M degree (Corporate & Financial Services Law) from the National University of Singapore. She can be reached at [email protected]. These views are...
Competition Law Risks: Non-Compete Clauses in M&A Transactions – Part 1
[The following post is contributed by Soumya Hariharan, who is a Foreign Lawyer in Rodyk & Davidson LLP’s Corporate and Competition Law Practice in Singapore. Soumya obtained her BSL.LL.B degree from ILS Law College and has an LL.M degree (Corporate & Financial Services Law) from the National University of Singapore. These views are personal. In this first part, Soumya provides a broad...
Good faith in Contract Law
It is widely assumed that English contract law does not recognise a general duty of good faith. Instead, the law has preferred an incremental, piecemeal approach of solving particular problems as and when they arise; rather than a general overriding notion of ‘good faith’. For instance, Bingham LJ said in Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1989] 1 QB 433, “In many...
Corporate Communication Through Social Media
It is common for CEOs and other senior managers of company to communicate through social media platforms such as Facebook and Twitter. However, concerns have arisen whether that amounts to selective disclosure of company information if that is made available only on these specific platforms without being disseminated more widely to enable greater access to investors. The US Securities and...
Dismissal of Suit Against Satyam Directors
Last week, there was coverage in the financial press about the dismissal of a securities law suit by a New York court against the independent directors of Satyam. Now, a copy of the order dated January 2, 2013 issued by Judge Barbara Jones of the Southern District of New York is available through D&O Diary, which also carries a detailed analysis of the opinion. The shareholder suits failed on...
New York Courts’ Long-Arm Jurisdiction
The Harvard Corporate Governance Blog has a post discussing a recent judgment that confers significant long-arm jurisdiction to the New York Courts. Here is the summary: On November 20, 2012, the New York Court of Appeals issued an opinion that is of substantial importance to international banks and financial institutions that maintain and use correspondent banking accounts in New York. In Licci...
Delaware Ruling on Indian In-house Counsel and Legal Privilege
A couple of years ago, we had discussed the European Court of Justice (ECJ) decision in the Akzo Nobel and Ackros Chemicals case where in-house legal counsel was denied legal professional privilege even though such counsel was enrolled as an advocate in the relevant bar at the time. Although that case involved European companies, we had made some guesses as to what might be the position in India...
Short Sellers, Short-Termism and Corporate Governance
I have been following a corporate battle that erupted last month in Singapore. Muddy Waters, a financial research firm based in the US, released a 133-page report on Olam International, a Singapore-based company, alleging several accounting flaws in the company’s financial statements that did not represent the true state of its financial health. Upon this announcement, the price of Olam’s shares...
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