Wednesday, April 1, 2020

ICYMI: #corpgov Midweek Roundup (April 1, 2020)

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It's been three weeks since the WHO declared the coronavirus outbreak a pandemic, and the NBA cancelled games. As of this writing, the NY Post reports: Total cases globally: 857,487; Deaths: 42,107.

April 1, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, March 25, 2020

ICYMI: #corpgov Midweek Roundup (Mar. 25, 2020)

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It's been two weeks since the WHO declared the coronavirus outbreak a pandemic, and the NBA cancelled games. As of this writing, the NY Post reports: Total cases globally: 417,966; Deaths: 18,615.

March 25, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, March 18, 2020

ICYMI: #corpgov Midweek Roundup (Mar. 18, 2020)

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It's been a week since the WHO declared the coronavirus outbreak a pandemic, and the NBA cancelled games. As of today, the NY Post reports: Total cases globally: 198,179; Deaths: 7,954.


March 18, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Thursday, March 12, 2020

Reinsch on Caldwell on "The Colorblind Constitution"

Over at Law & Liberty, Richard Reinsch reviews (here) Christopher Caldwell's new book, The Age of Entitlement: America Since the Sixties.  As Reinsch puts it, Caldwell's premise is that we are currently battling over "two irreconcilable constitutions: the constitution of 1788 and of 1964."  What follows is an excerpt from the review.  Given the emphasis on diversity in corporate governance, the connection to this blog should be relatively obvious.  Since I am not an expert in the area, I'm curious if readers will identify any misstatements of fact in the excerpt or linked-to materials.

As many legal scholars have observed, the Rehnquist and Roberts Courts have aimed to return to the “color-blind” understanding of equal protection that inspired the Brown decision and the civil rights movement of the 1960s. Of course, many of these same scholars reject such an understanding as a just one …. But the colorblind position is on solid ground ….

As Shep Melnick argues, “the NAACP lawyers who brought the long string of cases culminating in Brown” endorsed the “colorblind” interpretation of the Fourteenth Amendment. It was chief counsel Thurgood Marshall before the Court who argued that the Fourteenth Amendment denies states authority “to make any racial classification in any government field.” Leaders in the Civil Rights movement in the late 1960s argued against the collection of any hiring or employment data regarding blacks and whites. Of course, the Rehnquist and Roberts Court, the NAACP, and those who claim this argument stand on Justice John Marshall Harlan’s legendary dissent in Plessy v. Ferguson (1896) that argued the government use of racial classifications is an invitation to majority tyranny. Justice Thomas therefore is correct to argue in his concurring opinion in Parents Involved v. Seattle School District (2007) “what was wrong in 1954 cannot be right today.” In his majority opinion in the same case, Chief Justice Roberts memorably wrote “The way to stop discrimination on the basis of race is to stop discriminating on the basis of race.” Case closed.

March 12, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, March 11, 2020

ICYMI: #corpgov Midweek Roundup (Mar. 11, 2020)

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March 11, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, March 4, 2020

ICYMI: #corpgov Midweek Roundup (Mar. 5, 2020)

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March 4, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, February 26, 2020

ICYMI: #corpgov Midweek Roundup (Feb. 26, 2020)

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February 26, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, February 19, 2020

ICYMI: #corpgov Midweek Roundup (Feb. 19, 2020)

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February 19, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, February 12, 2020

ICYMI: #corpgov Midweek Roundup (Feb. 12, 2020)

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February 12, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, February 5, 2020

ICYMI: #corpgov Midweek Roundup (Feb. 5, 2020)

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February 5, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, January 29, 2020

ICYMI: #corpgov Midweek Roundup (Jan. 29, 2020)

January 29, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, January 22, 2020

ICYMI: #corpgov Midweek Roundup (Jan. 22, 2020)

You might detect a theme.

January 22, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, January 15, 2020

Sharfman on Exemptions from the Proxy Rules for Proxy Voting Advice

The following comes to us from Bernard S. Sharfman. It is a copy of the comment letter (without footnotes) that he recently sent to the SEC in support of the Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice.  (The comment letter with footnotes can be found here.)  An introductory excerpt is followed, after the break, by the full letter. Please excuse any formatting errors generated by my poor copy-and-paste skills.

Part I of this letter will describe the collective action problem that is at the heart of shareholder voting. Part II will discuss the problems that this collective action causes for the voting recommendations of proxy advisors, including the creation of a resource constrained business environment. Part III discusses how proxy advisors deal with such a business environment. Part IV will discuss how the market for voting recommendations is an example of a market failure, requiring the SEC to pursue regulatory action to mitigate the harm caused by two significant negative externalities. Part V will discuss how the collective action problem of shareholder voting and the market failure impacts corporate governance. Part VI will discuss the value of the proposed amendments.

Continue reading

January 15, 2020 in Corporate Governance, Current Affairs, Securities Regulation, Stefan J. Padfield | Permalink | Comments (2)

Wednesday, January 8, 2020

ICYMI: #corpgov Midweek Roundup (Jan. 8, 2020)

January 8, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, January 1, 2020

ICYMI: #corpgov Midweek Roundup (Jan. 1, 2020)

January 1, 2020 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, December 25, 2019

ICYMI: #corpgov Midweek Roundup (Dec. 25, 2019)

December 25, 2019 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, December 18, 2019

ICYMI: #corpgov Midweek Roundup (Dec. 18, 2019)

December 18, 2019 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, December 11, 2019

ICYMI: #corpgov Midweek Roundup (Dec. 11, 2019)

December 11, 2019 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, December 4, 2019

ICYMI: #corpgov Midweek Roundup (Dec. 4, 2019)

December 4, 2019 in Stefan J. Padfield | Permalink | Comments (0)

Wednesday, November 27, 2019

ICYMI: #corpgov Midweek Roundup (Nov. 27, 2019)

November 27, 2019 in Stefan J. Padfield | Permalink | Comments (0)