Yearly Archives: 2016

Why are women still not getting on boards? They are stuck on the bench

Our Executive Director, Douglas Chia, has penned an article on gender board diversity for the recent issue of Directors & Boards. Below is an excerpt: The reasons women aren’t landing on boards—or perhaps excuses—are not new: not a priority . . . fear of change . . . unconscious bias. In conversations with male and […]

Posted in General Issues

Tax avoidance, expenses scams – welcome to the recruitment industry | Adrian Gregory

With my 30 years in recruitment I know all the tricks the agencies get up to – and it’s not pretty. The government and HMRC let them get away with it

In a recent article for this section, Faiza Shaheen described recruitment agencies as “arbiters of capitalism and the mass exploitation of workers”. As someone who has owned a recruitment agency in London for 30 years, I would endorse her view.

The recruitment industry is growing at an annual rate of 9%: an astonishing speed for a mature industry that now exceeds £35bn in annual turnover – larger than the food and drink industries – and within which 1.2 million people find work. Much of this growth is, however, easily explained. In combining aggressive tax avoidance with systematic worker exploitation, recruitment agencies are able to supply labour at prices far below the cost of direct employment by labour users. Within the industry, the culprits are widely known and, usually, highly successful.

HMRC inactivity has been the main facilitator of the recruitment industry’s care-free tax avoidance

Related: Revealed: temp agencies’ avoidance scheme costs taxpayers ‘hundreds of millions’

Continue reading…

Posted in General Issues

Tax avoidance, expenses scams – welcome to the recruitment industry | Adrian Gregory

With my 30 years in recruitment I know all the tricks the agencies get up to – and it’s not pretty. The government and HMRC let them get away with it

In a recent article for this section, Faiza Shaheen described recruitment agencies as “arbiters of capitalism and the mass exploitation of workers”. As someone who has owned a recruitment agency in London for 30 years, I would endorse her view.

The recruitment industry is growing at an annual rate of 9%: an astonishing speed for a mature industry that now exceeds £35bn in annual turnover – larger than the food and drink industries – and within which 1.2 million people find work. Much of this growth is, however, easily explained. In combining aggressive tax avoidance with systematic worker exploitation, recruitment agencies are able to supply labour at prices far below the cost of direct employment by labour users. Within the industry, the culprits are widely known and, usually, highly successful.

HMRC inactivity has been the main facilitator of the recruitment industry’s care-free tax avoidance

Related: Revealed: temp agencies’ avoidance scheme costs taxpayers ‘hundreds of millions’

Continue reading…

Posted in General Issues

Park and Dibadj Consultancy

Douglas Park of Park and Dibadj Consultancy

Douglas Park

Douglas Park and Reza Dibadj have launched their boutique business and legal consultancy, Park and Dibadj (P&D)—a unique firm that addresses unmet needs in corporate strategy and governance. We bring decades of successful experience as both lawyers and strategists in extraordinarily challenging environments.

We believe that a siloed approach—law on the one hand, business on the other—cannot adequately address the most pressing problems of corporate governance and strategy. As such, we develop business strategies and also implement transactional structures and substantive legal arguments.

Reza Dibadj of Park and Dibadj Consultancy

Reza Dibadj

Our experience practicing, consulting, and teaching both business law and strategy allows us to address two critical issues that companies face: corporate development and mitigating legal, operational, and financial risks to organizations and their directors and officers.

Corporate Development

With respect to corporate development, Park & Dibadj:

Collaborate with domestic and international business entities that seek financing strategies that do not require securities registration.
Advise on mergers & acquisitions, including identifying targets, contractual structures, appraisal rights, and due diligence to maximize the chances of a successful deal.

Risk Management

When working with clients to manage risk, Park & Dibadj:

Work with corporations, boards, and individuals to manage multi-faceted risks relating to allegations of fraud, private lawsuits, and civil and criminal government actions.
Develop strategies to enhance sustainability reporting and manage ESG risks and opportunities.
Assist with immediate crisis management, as well as compliance procedures and long-term corporate governance and culture.

Independent Advice

Of particular note, we specialize in advising boards of directors and their independent committees on critical issues whose resolution requires retaining advisors independent from the company’s counsel. Courts have increasingly looked at whether boards and independent committees have independent advisors in ruling on corporate governance related disputes. See, for example, RBC Capital Markets v. Jervis, 129 A. 3d 816 (Del. 2015); In re Del Monte Foods S’holders Litig, 25 A. 3d 813 (Del. Ch. 2011); In re El Paso Corp. S’holders Litig., 41 A. 3d 432 (Del. Ch. 2012).

Assisting Directors

Evaluate whether a specific transaction or opportunity is in the best interests of the corporation and its shareholders, not the officers or directors.
Assess conflicted transactions—whether in the context of self-dealing or usurpation of corporate opportunity.

For instance, we advise on allegations of insider trading, dismissal or settlement of derivative litigation, the evaluation of controlled mergers and tender offers, and the resolution of conflicts of interest among board members. We are uniquely qualified to collaborate on both strategic imperatives and legal solutions. And we appreciate that boards and committees are increasingly lean and focused—so are we.

Park and Dibadj: About

Park & Dibadj is based in Silicon Valley and works with clients nationally and internationally. We advise in-house counsel and outside law firms, corporations and individuals.

Douglas Park is Managing Partner of Park and Dibadj. Doug has been named a Super Lawyer in Business/Corporate Law. He has substantial experience advising on corporate governance, financing transactions, securities law, sustainability, and ESG. Doug received his A.B. magna cum laude with highest honors in Sociology from Harvard College, his Ph.D. in Organizational Behavior from Stanford Graduate School of Business, and his J.D. from the University of Michigan Law School.

Reza Dibadj is Managing Partner of Park and Dibadj. His career is devoted to analyzing and solving complex questions of business law and business strategy.He brings decades of experience as an attorney, law professor, strategy consultant, and expert witness. Reza received his S.B. magna cum laude in Engineering Sciences with specialization in Computer, Electrical, and Systems Engineering from Harvard College, his J.D. magna cum laude from Harvard Law School, and his M.B.A. with distinction from Harvard Business School.

To learn more about our services, and how to engage with us, contact the Managing Partners directly at doug@parkdibadj.com or reza@parkdibadj.com.

The post Park and Dibadj Consultancy appeared first on Corporate Governance.

Posted in General Issues

Platinum Partners: hedge fund execs charged with $1B in fraud case

Platinum Partners the latest in the saga – Color me not shocked

@JacobWolinsky so if SEC/FINRA etc wont act on some public info until its front page news for $1B fund what does that say?

— Jacob Wolinsky (@JacobWolinsky) December 21, 2016

Murray Huberfeld, Platinum Come Under Pressure

From an investor document obtained by ValueWalk

Platinum Partners Value Arbitrage Fund LP (“PPVA”) is a multi-strategy fund designed to achieve superior risk-adjusted returns irrespective of the direction of any broader market activity. PPVA deploys assets opportunistically across various strategies, including short term relative value, event driven, and asset based finance. The General Partner believes that superior returns are a function of appropriately managing downside risk and seeks to invest in a mix of uncorrelated strategies. PPVA employs 27 investment and 19 operations professionals.

Hedge Fund Letters

Platinum Partners (the “Firm”) is a New York based investment management group with more than $1 Billion in assets under management. The Firm was founded in 2003 by Mark Nordlicht, an investor with over twenty years of experience in the asset management space. The Firm manages multiple funds, including Platinum Partners Value Arbitrage Fund L.P. (“PPVA”); Platinum Partners Credit Opportunities Master Fund L.P. (“PPCOMF”); Platinum Partners Liquid Opportunity Master Fund L.P. (“PPLO”); Bayberry Consumer Finance Fund LLC and Bayberry Consumer Finance Fund International Ltd. (collectively, “Bayberry”); and Platinum Partners Black Elk Opportunities Fund LLC and Platinum Partners Black Elk Opportunities Fund Intl Ltd. (collectively, “PPBE”). Although each of the aforementioned funds has separate investment advisors, Mr. Nordlicht is the CIO of the investment advisors of PPCOMF, PPVA, and PPLO and a Principal of the investment advisor of PPBE. The CIO of the investment advisor of Bayberry is a Managing Director of PPCO.

 

Platinum founder Mark Nordlicht along with six other hedge fund executives have been arrested and charged in a $1 billion fraud case, according to Justice Department officials. The company, an investment management group founded in 2003, has more than $1.3 billion in assets under management. The hedge fun specializes in distributing loans to struggling companies, and has been previously involved in a public-corruption investigation. The company told companies earlier this year that they planned on liquidating funds, but were unable to immediately repay them.

Video and charts below

Platinum Partners

Platinum Partners

 

 

The post Platinum Partners: hedge fund execs charged with $1B in fraud case appeared first on ValueWalk.

Posted in General Issues

Coal in Trump's Stocking

A last-minute Obama regulation sets Donald up for a big win.

Posted in General Issues

Old Jobs That No Longer Exist [INFOGRAPHIC]

As society progresses in time, while there may be new jobs that arise which have never been around before, in the same way there are many jobs which then become obsolete. For example, factors such as technology have greatly impacted jobs, with many that can now be done by machines, which is often more reliable, cheaper and safer. It’s hard for us now, growing up in such a technology-centred society, to imagine what it was like when people had to do many of the jobs which we now have machines to do.
Some of these jobs may seem bizarre to us now, but just think of it the other way round, if we could tell William Shakespeare that actually many of us don’t even read books anymore but they’re on a small tablet machine referred to as a ‘kindle’. For example, there used to be people employed as human alarm clocks who would throw stones at your window or bang at it with a long stick in order for you to wake up for work. There also used to be people who were employed as resurrectionists, who would dig up graves to sell bodies as cadavers to the local medical schools. Leech collectors used to be a popular job title too when doctors used leeches frequently in medicine.
Our latest infographic from Exporta Global explores these old jobs that used to exist, and when they became obsolete. It may surprise you to learn that even in the last 40 years there used to be a job title called a ‘Switchboard Operator’ who would manually connect long distance calls. Take a look at the infographic below to find out more about these strange jobs that are no longer around. Which one, if any, do you think you would have been employed as?

The post Old Jobs That No Longer Exist [INFOGRAPHIC] appeared first on ValueWalk.

Posted in General Issues

Park and Dibadj Consultancy

Douglas Park of Park and Dibadj Consultancy

Douglas Park

Douglas Park and Reza Dibadj have launched their boutique business and legal consultancy, Park and Dibadj (P&D)—a unique firm that addresses unmet needs in corporate strategy and governance. We bring decades of successful experience as both lawyers and strategists in extraordinarily challenging environments.

We believe that a siloed approach—law on the one hand, business on the other—cannot adequately address the most pressing problems of corporate governance and strategy. As such, we develop business strategies and also implement transactional structures and substantive legal arguments.

Reza Dibadj of Park and Dibadj Consultancy

Reza Dibadj

Our experience practicing, consulting, and teaching both business law and strategy allows us to address two critical issues that companies face: corporate development and mitigating legal, operational, and financial risks to organizations and their directors and officers.

Corporate Development

With respect to corporate development, Park & Dibadj:

Collaborate with domestic and international business entities that seek financing strategies that do not require securities registration.
Advise on mergers & acquisitions, including identifying targets, contractual structures, appraisal rights, and due diligence to maximize the chances of a successful deal.

Risk Management

When working with clients to manage risk, Park & Dibadj:

Work with corporations, boards, and individuals to manage multi-faceted risks relating to allegations of fraud, private lawsuits, and civil and criminal government actions.
Develop strategies to enhance sustainability reporting and manage ESG risks and opportunities.
Assist with immediate crisis management, as well as compliance procedures and long-term corporate governance and culture.

Independent Advice

Of particular note, we specialize in advising boards of directors and their independent committees on critical issues whose resolution requires retaining advisors independent from the company’s counsel. Courts have increasingly looked at whether boards and independent committees have independent advisors in ruling on corporate governance related disputes. See, for example, RBC Capital Markets v. Jervis, 129 A. 3d 816 (Del. 2015); In re Del Monte Foods S’holders Litig, 25 A. 3d 813 (Del. Ch. 2011); In re El Paso Corp. S’holders Litig., 41 A. 3d 432 (Del. Ch. 2012).

Assisting Directors

Evaluate whether a specific transaction or opportunity is in the best interests of the corporation and its shareholders, not the officers or directors.
Assess conflicted transactions—whether in the context of self-dealing or usurpation of corporate opportunity.

For instance, we advise on allegations of insider trading, dismissal or settlement of derivative litigation, the evaluation of controlled mergers and tender offers, and the resolution of conflicts of interest among board members. We are uniquely qualified to collaborate on both strategic imperatives and legal solutions. And we appreciate that boards and committees are increasingly lean and focused—so are we.

Park and Dibadj: About

Park & Dibadj is based in Silicon Valley and works with clients nationally and internationally. We advise in-house counsel and outside law firms, corporations and individuals.

Douglas Park is Managing Partner of Park and Dibadj. Doug has been named a Super Lawyer in Business/Corporate Law. He has substantial experience advising on corporate governance, financing transactions, securities law, sustainability, and ESG. Doug received his A.B. magna cum laude with highest honors in Sociology from Harvard College, his Ph.D. in Organizational Behavior from Stanford Graduate School of Business, and his J.D. from the University of Michigan Law School.

Reza Dibadj is Managing Partner of Park and Dibadj. His career is devoted to analyzing and solving complex questions of business law and business strategy.He brings decades of experience as an attorney, law professor, strategy consultant, and expert witness. Reza received his S.B. magna cum laude in Engineering Sciences with specialization in Computer, Electrical, and Systems Engineering from Harvard College, his J.D. magna cum laude from Harvard Law School, and his M.B.A. with distinction from Harvard Business School.

To learn more about our services, and how to engage with us, contact the Managing Partners directly at doug@parkdibadj.com or reza@parkdibadj.com.

The post Park and Dibadj Consultancy appeared first on Corporate Governance.

Posted in General Issues

Why are women still not getting on boards? They are stuck on the bench

Our Executive Director, Douglas Chia, has penned an article on gender board diversity for the recent issue of Directors & Boards. Below is an excerpt: The reasons women aren’t landing on boards—or perhaps excuses—are not new: not a priority . . . fear of change . . . unconscious bias. In conversations with male and […]

Posted in General Issues

ISS Updates Executive Compensation and Equity Plan FAQs

As described in our recent memorandum, ISS will be using other financial and operational metrics in addition to TSR in evaluating say-on-pay. In a recently updated FAQ on its executive compensation policies, this is called the Relative Pay and Financial Performance Assessment.

ISS will introduce this assessment for companies in the Russell 3000E beginning with meetings on or after February 1, 2017. The Russell 3000E Index includes the 4,000 largest publicly traded U.S. companies. According to the updated FAQ, a company’s proxy report will include a standardized comparison of CEO pay and a company’s financial and operational performance rankings relative to the ISS-defined peer group. Continue Reading

Posted in General Issues

Three ridiculous ways Congress plans to Keep America Safe Again

Around the time of Passover in 67 AD, the Jews of Judea were in the midst of a major rebellion against the occupying Roman Empire.

Riots and violence were commonplace, and an organized rebel force of more than 25,000 men fought regularly against the imperial legions.

But a small group of zealots decided that conventional warfare wasn’t good enough.

Identity PoliticsImage source: Wikimedia Commons

So they went to the nearby town of Ein Gedi in modern-day Israel and killed 700 civilians.

This was one of the first recorded terror attacks in history.

Titus Flavius Josephus, an ancient historian (whose works are frequently disputed) described this massacre in his book The Jewish War, and goes on to explain that Sicarii committed mass suicide rather than be taken prisoner by the Romans.

Terrorism, radicalism, and fanaticism have existed for thousands of years; there have always been people willing to commit unspeakable acts of violence as a means to achieve their goals.

And sadly, though our species has evolved since ancient times, these traits still exist in a dangerous minority that struck at least three times just yesterday alone.

Most of us who don’t have our mental wires crossed can’t understand their belief systems– both ancient and modern-day terrorists alike are not only willing to die, but quite often HAPPY to die for their causes.

Today’s politicians are remarkably ill-equipped to deal with this kind of threat.

Their solution is to fight violent radicals by forming committees, issuing press releases, and passing mountains of legislation.

Case in point: The National Defense Authorization Act of 2017, which is sitting on President Obama’s desk awaiting signature, consists of over 3,000 pages of rules, regulations, and pet projects.

3,076 pages to be exact.

Hell, when dropped from the right altitude, that’s a lethal weapon.

To give you an example of exactly how these people could possibly fill 3,076 pages, there’s a new rule among the bill’s many, many, many passages that redefines administrative leave procedures for civilian contractors.

FINALLY! We’re safer already!

Just imagine all the terrorists quaking in their boots, petrified of carrying out another act of violence, knowing that American’s administrative leave policy has been refurbished.

Another gem is section 1224, which provides authorization to arm Syrian rebels with state-of-the-art weapons from the US military.

I’m not talking about small arms and ammunition. This is the heavy-duty stuff.

Apparently Congress didn’t learn its lesson when a bunch of the weapons they gave to the Iraqi military conspicuously ended up in the hands of ISIS.

Nor did they learn their lesson back in 2010 when it was found that the DEA had completely lost track of the thousands of weapons they supplied to Mexican cartels.

But don’t worry, the law provides plenty of safeguards.

For example, once the military supplies weapons to a Syrian rebel (who are obviously very easy to tell apart from ISIS terrorists), they have to file a report, including: “an explanation of the purpose and expected employment of such systems.”

Are these people serious?

Do they think that these high-tech precision munitions will be used to make coffee?

It’s amazing that this is what passes as Defense policy… THIS is how they plan on spending hundreds of billions of dollars to keep you safe– sending useless reports to their central bureaucracy.

Then, of course, there’s section 1287, my personal favorite.

Section 1287 requires that, within 180 days of the bill being signed to law, a new agency called the Global Engagement Center will be created under the State Department.

The Global Engagement Center’s job is to combat FAKE NEWS around the world, with sweeping powers to train and fund legions of journalists and bloggers to inundate the world with US propaganda.

Politicians have been praising the idea for the Global Engagement Center as a landmark new tool to keep Americans safe.

This is totally bogus; the US government has had propaganda and psychological warfare resources for decades.

Back in my intelligence days, I spent several months working right next to the Psychological Operations guys.

And outlets like Radio Free Europe and Radio Liberty have been in existence since the 1940s; both were funded by the CIA for decades.

So it’s not like it’s anything new for the US to be spreading propaganda.

What is new is creating and consolidating a whole lot of new power and authority into a single office to undermine any independent sources that don’t conform to the official narrative.

The Global Engagement Center is basically the Ministry of Truth.

This doesn’t make you safer. It makes you less free.

The post Three ridiculous ways Congress plans to Keep America Safe Again appeared first on ValueWalk.

Posted in General Issues

Fears that EU measures against financial crime will be weakened

European council proposals on company information would lead to ‘business as usual’ in wake of Panama Papers, critics say

Efforts to tackle tax abuse and financial crime are at risk of being weakened by new European council proposals that would restrict public access to key company information, civil society groups have warned.

Only those with a “legitimate interest” should be able to identify a beneficial, or true, owner of a company in a European Union member state, according to a new draft text on the EU anti-money-laundering directive.

Continue reading…

Posted in General Issues