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In the first such move since its 2007 acquisition of Hong Kong firm Johnson Stokes & Master, Mayer Brown has transferred a senior corporate partner from London to Hong Kong.

... and Exchange Commission arguing for maintaining the primacy of Delaware law, especially in light of recent amendments to the Delaware General Corporation Law and the "significant equitable limitations on the power of the board of directors to frustrate stockholder electoral efforts." The Court ... "fodder for those who seek a federal takeover of Delaware corporate law?" None other than The Race to the Bottom. Here is the text: See J. Robert Brown, Poison Puts, Shareholder Voting Rights and the Need ...

... statement addressed the disadvantages. The only one of any significance concerns the lack of judicial interpretation of the terms of the corporate code. As the proxy statement notes: Notwithstanding the belief of the Company's board of directors as to the ... , Delaware case law frequently addresses shareholder rights issues that required interpretation of provisions of the Delaware Corporate Law that were not clear from a plain reading of the statute. In contrast, the North Dakota Publicly Traded ...

... overseas makes it harder to argue that separating the two positions would somehow damage the economic activity of corporate America. The SEC lacks the authority to require the separation of the two posts. It could attempt to jawbone the ... require information be disclosed to directors without first having to be approved or reviewed by the chairman. As the article Essay: Corporate Governance, the Securities and Exchange Commission, and the Limits of Disclosure discusses, the use of disclosure to ...

... in the aftermath of the SEC's reform of executive compensation disclosure. The largest seemed to be the right to use the corporate jet for personal reasons. In many cases, the CEO is allowed to make personal use of the aircraft. Companies ... of disclosure of executive compensation, personal use qualifies as compensation. Moreover, the fact that companies require use of corporation aircraft even on personal trips to ensure the security of the officer does not alter the characterization. See Exchange ...

... market resolve matters. The best way to ensure the protection of shareholders is to ensure an active and robust market for corporate control. The market penalizes inefficiency. "Because running a firm below its firm potential would make it more ... effective political coalition. This coalition, aided by management lawyers and investment bankers who benefit from a sclerotic market for corporate control that is run by lawyers and bankers rather than entrepreneur, can be credited for the regulations we ...

... reach if something comes up that requires immediate attention. This does not mean its always justified as in the interests of the corporation but its not a high threshold. The other issue is the use of the private aircraft, again something that can be ... play golf in Palm Springs or read a good book on the beaches in Mexico and opts to fly at the expense of the corporation. Here companies have a harder time justifying how this is in the best interests of the company. Sometimes they handle the issue ...

... notes: Shareholders, however, are generally passive and may exercise their rights usually once a year by voting at the corporation's annual meeting. Yet, even with only this single task, most shareholders are rationally apathetic, the prevailing ... and, unlike management's efforts, shareholders do not typically receive reimbursement for the costs. the real action in corporate elections is in the proxy solicitation process, and that process is heavily regulated by both state and federal law. More ...

... given to each function has normative implications. [A] board structure that emphasizes independent directors reflects a corporate governance policy of favoring monitoring over managing because the independent directors inevitably will have less ... of this dual function raises concern about whether the board, as currently configured, can ever fulfill its role in the corporate governance process. The discussion of these responsibilities highlights one of many weaknesses in the current approach to ...

... in fact, some are and some are not. Moreover, the motives for doing so have very little to do with good corporate governance. For one reason, in a bad economy, they are expensive to operate. As the Economist notes: If the car executives are to ... the economy recovers, the jets will return. The problem is one of oversight and management. The true gatekeeper for excessive use of corporate aircraft (including its use for personal reasons by top officers and family members) is the board of directors. ...