Top 5 Corporate and Securities Blog Posts This Week

Today we continue our weekly installment highlighting the best of the corporate and securities blogosphere for the past week. If you have other blog suggestions for us to check out, please feel free to put them in the comments! 1) DealBook: The Late Mover Advantage in Citigroup’s Settlement – This week the SEC announced a $235 million settlement with Citigroup over a subsidiary misleading investors about a $1 billion CDO tied to the U.S. housing market in which Citigroup bet against investors as the housing market showed signs of distress. The case is nearly identical to last year’s Goldman Sachs case which, in stark contrast, spurred a huge media firestorm and weeks of bad publicity. In this post, Peter Henning looks at why the timing of the cases and other distractions may have worked to benefit Citigroup. 2) Jim Hamilton’s World of Securities Regulation: Views of Former SEC Chairs on Auditor Rotation Relevant as PCAOB and European Commission Consider the Concept – With the PCAOB having set out a concept release on audit firm rotation and the European Commission considering mandatory auditor rotation, the views of four former SEC Chairs who have examined the question of whether auditors should be rotated as an antidote to the Enron-type problems found in the auditing process are instructive. In this post, Hamilton details past comments of four former SEC Chairs on the matter. 3) Insight: Governance Reform Through Securities Class Actions – Over the past 15 years, securities class actions have played an important role in increasing class recoveries, reducing litigation costs, and effectuating corporate governance reform. In this post, Luke Green examines the role of institutional shareholders in class actions and how it has evolved since the PSLRA was enacted. 4) ISS Signals 2012 Voting Policies – ISS has posted its draft 2012 policies for comments and the policies indicate a departure from prior ISS positions in evaluating executive compensation. Even more significant, according to Steve Quinlivan, is the fact that ISS says if a prior say-on-pay vote indicated significant opposition to pay practices, they may recommend withholding votes from compensation committee members, and a “no” vote on any current say-on-pay-proposal. 5) The D&O Diary: More Woes for Companies with Chinese Connections – Even though the FCPA does not provide for a private right of action, an FCPA investigation often triggers a follow-on civil suit. In this post, Kevin LaCroix examines the recent SciClone settlement of an FCPA derivative suit. He thinks this may “represent something of a template for the settlement of FCPA enforcement follow-on civil lawsuits.”

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