Questions and Answers of The Law Of Governance

Same as above, but assume that shareholder proposals asking the company to evaluate possible responses to these issues have been defeated in each of the past two years by overwhelming margins.Data
Efforts to regulate proxy advisory firms have progressed further in Europe than in the United States. In 2014, the European Commission proposed that the European Parliament and EU Council revise
The SEC’s proxy rule makes it increasingly difficult for proponents to resubmit proposals dealing with “substantially the same subject matter” as another proposal submitted within the previous
Do proxy advisers offer good counsel about what pay package is best for a company? A study by three business school professors, examining a large number of say-on-pay votes in 2011, concluded that in
You are an independent director of Bettyco, a high-end manufacturer of cosmetics, with two years left to serve on your three-year term. Bettyco’s board of directors has been approached by Ogre, an
You are recruited by an executive search firm to serve as an independent director of Middlesex Co., a mid-size apparel manufacturer whose stock is listed on the New York Stock Exchange. You have no
Underhill Co., a publicly traded company, publishes books and journals in the fields of Medicine, Dentistry, and Life Sciences. The company has recently endured a scandal in which account executives
You are appointed as an independent director and chair of the audit committee of Gordito, a Delaware company with its principal place of business in Colombia. Gordito is in the business of importing
Greenco is a manufacturer of environmentally friendly products for the agriculture industry. Its founder, board chairman and chief executive officer is Carolyn Crabb, a dedicated environmentalist
Thirty years ago, James Smith founded Smith Corp., a manufacturer of software-based systems for extrusion plastic molding factories. From the begining, Smith has served as majority shareholder,
You serve as an outside director on the audit committee of SpaceTech, a company that supplies guidance systems for military and civilian spacecraft. A recent internal audit uncovers instances where
You are an independent director and head of your company's audit committee. At the most recent audit committee meeting, you notice that Bob Blanchard, the head of internal audit, seems uncomfortable
You are an attorney and an independent member of the board risk committee of Fincorp, a consumer lending firm. You were appointed because the governance and nominating committee believed your legal
The risk committee of Fidelity Insurance Company operates under a “risk appetite” approved by the full board that allows the company to acquire a portfolio of fixed-rate mortgage-backed
The compliance committee of a pharmaceutical company learns that salespeople in the marketing department have been pushing doctors to prescribe a particular medication for the treatment of heart
You are head of the compliance committee of the Covington Hospital. At a social dinner the night before the quarterly committee meeting, the chief compliance officer tells you in confidence that she
You are an independent director and chair of the nominating and governance committee of a publicly traded company involved in supplying electronics for defense contractors. After the unexpected death
You are an independent director and chair of the governance and nominating committee of Agritemp, a firm that leases harvesters and other equipment to farmers. The company’s business model has been
You are an independent director and chair of the nominating and governance committee of Zbot Corporation, a company engaged in manufacturing industrial robots. Last year Alan Acton, an activist
You are the general counsel of Spillways, a company engaged in providing filtration equipment and services to public water utilities. One of the independent directors of Spillways is Tommy Travis, a
Bob Brown, the longtime CEO of Guardian Industries, a provider of home security systems, announces that he is taking six-week vacation and that, while he is gone, he will not be reachable. He
Veronica Jones, the 42-year old CEO of Fashion First, a discount women’s clothing chain, announces that she is expecting her first child. Jones is unmarried and plans to raise the baby alone. She
As head of the compensation committee of a public company, you are responsible for selecting a compensation consultant. One of two finalists for the job is Moran & Moran, a two-person boutique headed
As chair of the compensation committee, you review the recommendations of the compensation consultant regarding the pay package for your chief executive officer and friend, Janice Jain. The proposed
Shareholders Collective, a proxy advisory firm, approaches your company to discuss executive compensation. Garry Good, the Shareholders Collective associate assigned to your company, announces that
At the last meeting the shareholders approved the chief executive’s pay package by a 53 percent vote. You believe that if her pay isn’t cut, the shareholders will reject it the next time around.
You are CEO of Rattlesnake Brewing Co., an owner of a national chain of brew pubs. The company is listed for trading on the NASDAQ. Two weeks before the company’s quarterly report is due to be
FidelityCorp, a bank holding company with $200 billion in assets, owns all the stock in Fidelity Securities, a mutual fund adviser, and also all the stock in Fidelity National Bank. After reviewing a
You are head of the board audit committee at Lancer, a medical device supplier. Over the past several years your costs have skyrocketed due to ever-increasing complexity in the regulations governing
You are head of the board audit committee at Pharmex, a manufacturer of generic drugs. Internal audit at Pharmex is using the services of Informics, a large provider of outsourced services to
You are in-house general counsel of Coulomb Co., a manufacturer of electrical equipment. In the ordinary course of business you are copied on emails regarding a purchase contract for several million
As general counsel for Slimco, a retailer of exercise equipment, you have come to know and like the members of the board of directors over the years. One day the chair of the audit committee calls
Jack Jones is the chairman and chief executive officer of Jones Corporation, a Denver-based importer of children’s clothing with $1.2 billion in annual sales. Jones Corporation is 80 percent owned
Jamal Jones, an account executive at Wren Industries, has a back problem inherited from his days as a college lacrosse player. Recently, the problem has flared up badly, causing him intense pain.
Guardco, a corporation with its principal place of business in Denver, Colorado, manufactures equipment for law enforcement officers such as batons, Tasers, and handcuffs. Assume it has adopted the
Smith Co., a manufacturer of specialty parts for factories, employs Stan Sims as a machine operator. The machines Sims works on are safe so long as the user exercises caution, but can cause injuries
You are general counsel at AirSolutions, a freight forwarder in the air cargo industry. A senior account manager visits you in your office and alleges that her boss has been secretly meeting with
You have just signed on as general counsel for Mogesta, Inc, a manufacturer of dietary supplements that has just “gone public.” Your previous career has been spent at a corporate law firm writing
You are outside securities counsel for Bonbon Inc., a publicly traded manufacturer of chocolates, candies, and confectioneries. You get an urgent call from Sybil Sweet, the company’s general
In its recent comprehensive bank examination, the First National Bank of Sleepy Hollow received a grade of “needs to improve” for its compliance program. The Comptroller of the Currency noted
As chief compliance officer of Granite Co., the nation’s leading manufacturer of high-end kitchen countertops, you uncover that the company’s head of marketing has been secretly meeting with her
Lionheart, Inc., a public company, manufactures electric batteries used in golf carts and similar vehicles. In the third quarter of the fiscal year, the company lost a major contract to a competitor.
Quadrivium College, an undergraduate institution of higher education, maintains student records on a server operated by its information technology department. Due to a programming mistake, the system
John Jones is an internal auditor at Dyetech, a NYSE-listed company engaged in the business of manufacturing fabric dying and printing equipment. During one internal audit Jones uncovered what he
Anne Able is a fifth year associate at Tyrone and Rex, a 1,000-lawyer firm specializing in corporate and securities work. She was assigned to work on an initial public offering of the common stock of
Dave Davis is a carpet installer employed by Reliable Carpets, a private company. He raises with his supervisor a concern that Reliable has been billing customers for carpets of a higher quality than
Dosas Unlimited, a public company in the ethnic foods business, requires all employees to sign a code of ethics that, inter alia, prohibits them from transmitting non-public personal information
You are a junior counsel at Eastern Logistics, a manufacturer of aircraft navigation systems. A whistleblower in the firm alleges that the company is conspiring with its chief competitor to fix the
As a new partner at your law firm, you are eager to bring in clients and to demonstrate your skills as a “rainmaker.” One day you get a call from Bob Brown, a friend of your family who is the
You are general counsel at a mining company. The company experiences a disaster in which three miners are killed in an explosion. During the course of an internal investigation you discover that in
You are an attorney at Draper & Clydesdale, a boutique tax firm. After advising your client, Smith Manufacturing Co., you discover that the client has deliberately reported certain items to you as
In your role as general counsel to Oregon Edison, an electric utility company, you discover that the firm has been deliberately emitting more carbon dioxide into the atmosphere from its generator
Same facts as above except that the client is secretly discharging a lethal chemical into the water system. You have reason to believe that people are likely to die as a result of the illegal
Metalco operates smelters used in the production of iron, copper, and lead. The company learns that a TV reporter is producing an exposé of the company’s alleged violations of environmental laws.
Alliedco, a NASDAQ-listed manufacturer of equipment for the restaurant industry, has long used Cheshire & Manx as its external auditor. Cheshire & Manx is a “second-tier” audit firm with 5,000
Gaggle, Inc., a company located in Marin County, California, provides mapping services to firms and governments around the world. Part of its business involves sending a vehicle equipped with a
You are CEO of Styx, a startup ride sharing company seeking to compete with Uber, Lyft, and similar firms. Your company is seeking to capture part of the corporate end of the market by offering
You are the chief executive officer of Deposit Information Systems, a company that performs “back office” processing of checking account information for several thousand banks, savings and loan
Wish List Corp. is an Internet-based, publicly traded company that allows subscribers to make wishes and also to grant wishes made by other subscribers. The company has been surprisingly successful;
You are managing partner of Storm & Kang, a 1,100-lawyer firm specializing in corporate and securities law. You recently authorized an initiative to digitalize all of your client files and move them
Armco, a U.S. manufacturer of armor for automobiles, participates in a trade show in a foreign country. It operates a booth at which it gives away pens, teeshirts, and other promotional items
Flowerland, an American producer of orchids and bromeliads, operates a factory in China that produces ceramic pots in which its products are shipped. Recognizing the value of maintaining good
Engineering Solutions is competing for a contract to supply baggagehandling systems to a new airport being built in a developing nation. While the tender for bids is underway, the company flies the
Jockeycraft, an Irish company, manufactures sulkies—carts used in harness racing. Because the design is unconventional—the cart has a single shaft extending over the horse’s back instead of one
Jenny Jones is a U.S. lawyer with the 400-lawyer firm Bigger & Best. Jones represents the government of the Republic of Sparta, a foreign country, in connection with foreign arbitrations, earning
Smith Industries, a U.S. company, is involved in a long-term contract with a foreign counterparty. An investigation in the counterparty’s home country reveals that the counterparty may have engaged
Drilltech, Inc., is a manufacturer of specialty drill bits. It is publicly traded on the NASDAQ. In the past it has limited its market to the United States and Canada, but recently it has decided to
You are a junior partner in the tax department at Bobkis and Zilch, a 20-lawyer general practice firm in Atlanta, Georgia. Your brother-inlaw calls you one day to ask if you would be willing to meet
Bob’s Best Bread is a family-owned and operated bakery founded in 1956 by Robert Brecca. It is now managed by Roberta Brecca, Robert’s granddaughter. About half of the company’s 50 employees
Gamestat owns a website that compiles sports statistics from other websites and provides them to subscribers in a single integrated platform. Users of Gamestat can quickly find up-to-date information
Flush-n-Go Corp. manufactures toilets for airplanes and buses. The company’s product is more environmentally friendly than its competitors because it uses fewer toxic chemicals; for the same
You are head of human resources for Albion, a publisher of Christianthemed books. The senior managers are evangelical Christians; they view their work life as an extension of their faith. The chief
Pomfruit Corporation, a Delaware company listed on the New York Stock Exchange, is in the business of importing tropical fruits for sale in gourmet groceries throughout the United States. One of its
Same as above, but instead of the government suppressing a rebellion, Pomfruit’s supplier is resisting efforts to unionize the workforce by importing “scab” labor from other parts of the
Your company does 30 percent of its business in Europe, and many of its contracts are denominated in euros rather than dollars. You have been following news reports indicating that fiscal problems in
You are chief ethics officer at Sweetcheeks, a manufacturer of naturally sweetened beverages. Your company obtains its sugar under a long-term supply contract with Bangor Brands, an international