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Confessions
under Company Law through Composition and Relief --
Shanmuga
Sundaram
Section
621A of the Companies Act, 1956 permits a company or an officer
to confess for having violated the law and obtain immunity
from prosecution by paying the compounding fee, which is determined
as per law. Section 633 of the Act provides relief to the
officers from liability, which emanates on account of the
offence committed due to negligence, default, breach of duty,
misfeasance or breach of trust. While Section 621A relieves
the company or officer, Section 633 relieves only the officers
of the company.
©
2008 Shanmuga Sundaram. All Rights Reserved.
The
Dialectical Regulation of Rule 14a-8: Intersystemic Governance
in Corporate Law -- Robert
B Ahdieh
In
recent years, Rule 14a-8 of the Securities Exchange Act (SEC)
was first adopted to increase shareholder participation in
corporate governance. Most recently, following several years
of debate, the SEC issued a significant clarification of the
rule, reversing the Second Circuit's hotly contested interpretation
of it in FSCME vs. AIG. This paper attempts to suggest a fundamental
rethinking of the nature and operation of the rule. It explores
Rule 14a-8 as an occasion of `intersystemic governance' which
is an embrace of cross-jurisdictional overlap and engagement
in regulatory design and function. In its very structure,
Rule 14a-8 calls on the SEC to interpret and apply state law.
Properly utilized, this scheme offers an opportunity for the
development of regulatory norms that meaningfully integrate
both federal and state values of corporate governance and
shareholder participation. The paper proposes a shift in the
SEC presumptions applicable to no-action letters, praises
Delaware's recent constitutional amendment to permit SEC certification
of questions to the Delaware courts, and highlights various
opportunities for heightened discourse. The author opines
that a more integrated—and ultimately more efficient—regime
of shareholder participation may begin to emerge.
©
2007 Robert B Ahdieh. This paper was earlier published in
the Journal of Business and Technology Law, Vol. 2,
p.165. Reprinted with permission.
The
Lead Plaintiff Provisions of the Pslra After a Decade, or
`Look What's Happened to My Baby' --
Elliott
J Weiss
The
article recommends dramatic changes in the manner securities
class actions are organized and sees how Congress enacts a
bill into law that included essentially all the recommendations
made by the author. It discusses the Private Securities Litigation
Reform Act of 1995, the lead plaintiff provisions and prescribes
procedures for the selection of lead plaintiffs and lead counsel
in securities class actions. The paper discusses the dynamics
of securities class actions and sets forth the recommendations
which are enacted into law. It further describes post-enactment
developments that have been consistent and unanticipated.
The author suggests that while approving a monetary settlement
of a securities class action the courts should ask the administrator
to file the details of the total sum of the amount distributed
to the class members and opines that such a disclosure increases
the transparency of the class action suits. The paper concludes
by saying that even if Congress had followed a more deliberative
process before enacting their recommendations into law, it
is unlikely that it would have come up with a significantly
better approach for organizing the process by which lead plaintiffs
and lead counsel are appointed in securities class actions.
©
2008 Vanderbilt Law Review. This paper was earlier
published in the Vanderbilt Law Review, Vol. 61, No.
2. Reprinted with permission.
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