Davis Polk, First Wave of Pay Ratio Disclosures Filed

Financials: 1:1 – 429:1

Health Care: 6.4:1 – 388:1

Industrials: 50:1 – 428:1

Real Estate: 14.84:1 – 111:1

Utilities: 55:1 – 190:1

Energy: 0.9:1 – 25:1

Information Technology: 46:1

Materials: 59.6:1

Telecommunications Services: 85:1

Statistical Sampling. No companies disclosed the use of statistical sampling for purposes of identifying their median employee.

VW Ruling – Morrison Not A Bar To Securities Claims Involving ADRs

These issues arose again the U.S. securities class action lawsuit that Volkswagen ADR investors filed against the company and related defendants based on allegations involving the company’s recent high-profile vehicle emissions scandal. The Volkswagen defendants argued in reliance on Morrison that the U.S. securities laws do not apply to the OTC transactions in the company’s ADRs. In an interesting January 4, 2017 opinion (here), Northern District of California Judge Charles R. Breyer held that the U.S. securities laws do indeed apply to over-the-counter transactions in the U.S. of Volkswagen’s sponsored Level 1 ADRs.

東芝との違い:Volkswagenでは、sponsored ADRだった。

Salman Decided

via Sheppard Mullin, Poter Wright, Sullivan & Cromwell

大統領選の結果に関するメモランダム

〔題名を変更しました〕

President-Elect Trump’s transition website promises to “dismantle the Dodd-Frank Act and replace it with new policies to encourage economic growth and job creation.” To help our clients keep up with the reorientation of the financial regulatory framework, Davis Polk is launching a new blog, FinRegReform.com. Our most recent entry on the blog is our memorandum on Rep. Jeb Hensarling’s (R-TX) Financial CHOICE Act, introduced earlier this year, which we view as a starting point that signals a potential general direction of travel for financial reform. It is not the end, however, as we expect that the Republican Congress and Administration will have more ambitious plans for changes to the regulatory framework, and complex negotiations both within the Republican Party and with Democrats will further shape the ultimate result. The first post on our blog describes, in more technical detail, how a regulatory rollback might work.

委任状合戦におけるmajority voting

Davis Polk writes:

Over 40% of the Russell 3000 companies require directors to be elected by a majority of the votes cast. However, in a contested election, most often the standard reverts back to plurality, meaning that nominees who receive the most number of votes are elected regardless of whether they obtained a majority.

Ethan Allen is among the nearly 6% of companies that do not have a plurality carve-out, according to ISS. That posed the interesting question of what happens if none of the candidates on either ballot, or in any case less candidates than the seven available seats for the board, receive a majority of the votes cast.