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Talk Therapy: Handling Shareholder Resolutions
Within the past few years, shareholder resolutions have evolved from an annual nuisance that companies largely ignored to one that companies have to take seriously. An evolving trend is for companies to respond by having corporate secretaries and corporate counsel resolve issues raised in such proposals beforehand, keeping them off the proxy ballot. Tina Van Dam, formerly of The Dow Chemical Co., summed up her approach to winnowing down eight shareholder proposals to one: "dialogue."
Ex-General Counsel Pleads Guilty in Case of Securities Fraud
The former general counsel of Computer Associates, Steven Woghin, pleaded guilty to two counts of conspiracy to commit securities fraud and obstruction of justice Wednesday. The government also charged former CEO and chairman Sanjay Kumar and Stephen Richards, a top executive, with 10 counts of securities fraud, obstruction of justice and related charges. Woghin is the latest in a line of general counsels to be charged with criminal wrongdoing.
Multimillion-Dollar Dispute Over World Trade Center Insurance Sent to State Court
A dispute over whether up to $525 million in insurance proceeds has been jeopardized by an agreement reordering ownership rights at the reconstructed World Trade Center site must be decided in state court, a federal judge has ruled. Judge Michael B. Mukasey rebuffed a bid by seven insurance companies to remove to federal court a state lawsuit brought by the Port Authority and developer Larry A. Silverstein seeking a ruling that the new ownership arrangement doesn't affect the insurers' payment obligations.Telecoms Take Safer Antitrust Road
AT&T Wireless' acceptance of a $41 billion bid by Cingular Wireless LLC puts the company on a more predictable regulatory path than if it had selected Vodaphone Group plc's slightly lower offer. And while the Department of Justice's antitrust review will examine competitive overlaps among the merger partners, experts said that at worst, Cingular will have to divest assets in half a dozen markets to secure government clearance.Conference Tackles Role of Shareholder Activism
How much control should the "owners" of American corporations exercise? That was one of the underlying questions as attorneys, academics and investors gathered for a conference on shareholder activism. About 175 people attended the Manhattan conference, the sixth such event organized by the Institutional Investor Educational Foundation. Interest in the event reflects a growing push by large investors to influence the management of companies so as to achieve the best possible return on their money.IBP Makes Gains on Tyson in Lawsuit
After a two-week trial, IBP Inc.'s suit to force Tyson Foods to honor their $4.7 billion merger agreement has become a dead heat. IBP made up ground during the trial by showing that Tyson twice raised its bid for the company after learning of problems at its DFG subsidiary. IBP also questioned how the loss of $10 million a year in expected earnings could be material, given that IBP's annual earnings, before interest and tax, is $500 million.NYSE to Merge With Archipelago
In what some observers are calling "a stunning move" the New York Stock Exchange announced Wednesday that it will merge with electronic trading company Archipelago Holdings Inc. and become a for-profit, publicly traded enterprise. Archipelago chairman Jerry Putnam acknowledged that more people are choosing to trade electronically but said the merger will give investors a choice -- the traditional floor-auction model for which the NYSE is famous, or the electronic model.International Competition Network Aids Mergers
Formed in the wake of the failed GE-Honeywell merger, the International Competition Network turned five this year, and antitrust lawyers around the world say it's making global merger regulation better. At an event for antitrust lawyers, a top European Commission merger enforcer praised the ICN as an effective method for spreading the gospel of competition law. And attorney Don Klawiter said the ICN has given international regulators a discussion forum and aided in streamlining merger reviews.Court Permits Claim Against NYSE, Archipelago Over Merger
Three former New York Stock Exchange seat holders who claim their rights were violated in the merger between the NYSE and Archipelago Holdings may proceed with a portion of their suit against the exchange and its chief executive officer. Finding that the NYSE and CEO John Thain might have made "incomplete or otherwise misleading" statements, New York state Supreme Court Justice Charles E. Ramos denied the defendants' request to dismiss the entire case.Suit Over Merger Proceeds Against NYSE Head
A Manhattan judge has declined to dismiss fraud and breach of fiduciary duty allegations against John Thain, the chief executive officer of the New York Stock Exchange, by a former seatholder of the exchange. But the judge dismissed breach of fiduciary duty and negligent misrepresentation claims against the exchange itself in connection with its 2005 merger with Archipelago Holdings and its transformation from a not-for-profit to a public company.TRENDING STORIES
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