According to a recent Wall Street Journal article, company executives continue to generate significant profits trading company stock, despite the presence of Rule 10b5-1 trading plans designed to prohibit insider trading. The article, combined with a petition by a group of pension funds urging reform of 10b5-1 trading plans, likely will increase pressure on corporate boards to monitor 10b5-1 trading plans and trades made under such plans. In a recent client alert, Wilson Sonsini explains the 10b5-1 reform proposal. Wilson Sonsini attorneys Steve Bochner and Nicki Locker also will be hosting a webinar focused on managing the risks associated with these developments.
As mentioned previously, FCPA and other corruption-related enforcement of foreign transactions is on the rise. Additionally, while emerging markets often present the best growth opportunities, they also present the greatest corruption risks. In a recent client alert, Skadden explains the substance and scope of the FCPA as applied to international mergers, focusing on those in emerging markets. The alert specifies potential high-risk areas and the role of due diligence and an effective compliance program in uncovering and remedying these risks.
“Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co., Inc. (“Glass Lewis”), the two major proxy advisory firms, recently released updates to their proxy voting policies for the 2013 proxy season. A summary of the updates to the Glass Lewis Guidelines is available here.” Gibson Dunn’s recent client alert “reviews the most significant ISS and Glass Lewis updates and suggested steps for companies to consider in light of these updated proxy voting policies.”