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Highlights
CORPORATE GOVERNANCE
corporate governance due
diligence
Increasingly, both public and private companies face heightened demands from
diverse stakeholders for corporate transparency and accountability. Operating
under greater public scrutiny than ever before, many companies are protecting
themselves by proactively adopting and implementing corporate governance
policies according to what are considered to be best practices. Igor Abramov
attempts to assist those companies seeking to enhance their corporate
governance practices, whether, in order to improve internal controls through
increased transparency and accountability, or in preparation for an initial
public
offering. The author provides a tool for foreign investors looking to conduct
their own governance reviews of target companies. This guide may prove
particularly useful to foreign investors with limited resources hoping to
invest
in emerging markets, for whom hiring external consultants to perform
diligence
may not be feasible. The author also provides a comprehensive due diligence
checklist of criteria for evaluating a specific company’s corporate
governance
practices. Although corporate governance reforms in developing markets often
foster new relationships, rules and values within the economy, questions
linger
with respect to: (i) the effectiveness of such reform; and more specifically;
(ii)
what it entails. Potential investors should consider these criteria when
deciding
whether to invest in such markets.
EXECUTIVE COMPENSATION
Dodd-Frank Act: compensation
provisions
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-
Frank”) is likely to have the most profound effect on the way U.S. companies
determine the compensation paid their executives of any legislation enacted
in the U.S. in years. While the statute will not be fully effective for
years,
Arthur Woodard focuses on certain elements that should have an immediate
impact. Among these is the so-called “say on pay” vote that will allow
shareholders of every public corporation to approve or disapprove the
compensation to be paid its named executives. The vote is likely to cause any
company with a questionable compensation program to have to deal with one
or more of the proxy advisory firms that review such compensation programs
and advise shareholders as to how to vote. The author also discusses other
aspects of Dodd-Frank, including a requirement that companies recover
(“clawback”) payments to executives that were based on improper financial
statements within the three years preceding the year in which the company
must restate its financials.
| Board
Riyaz
Dattu
Editor-in-Chief
Osler, Hoskin & Harcourt
LLP
David
A. Chaikof
Torys LLP
H.
Scott Fairley
Theall Group LLP
Paul
M. Lalonde
Heenan Blaikie LLP
John
Lorn McDougall, QC
Fraser Milner Casgrain LLP
Casgrain LLP
James
P. McIlroy
McIlroy & McIlroy Inc.
Julie
A. Soloway
Blake, Cassels &
Graydon
LLP
Brenda
C. Swick
McCarthy Tétrault
LLP |