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from Alison Frankel:

Wal-Mart case in Delaware: How much discovery can shareholders get?

Shareholder lawyer Stuart Grant of Grant & Eisenhofer told me Friday that he was feeling pretty good about his oral argument at the Delaware Supreme Court the previous day, in a case that will determine how much discovery plaintiffs are permitted when they sue to see corporate books and records.

Grant said his opponent, Wal-Mart counsel Mark Perry of Gibson, Dunn & Crutcher, gave so smooth and polished a presentation that the state justices might easily have glided along with what, according to Grant, was Perry’s “radical rewriting” of Delaware law. Instead, Grant said, “the court was not buying into Wal-Mart’s extreme theory.”

Wal-Mart, you will not be surprised to hear, had a different view of the argument: "We think it went very well," Perry told me Friday. "We presented strong arguments and look forward to the court's decision."
Both sides agree on one thing: If the Delaware Supreme Court affirms then-Chancellor Leo Strine’s 2013 discovery order in IBEW v. Wal-Mart, it's great news for shareholders and a big reason for Delaware corporations to worry. (Strine, who is now Chief Justice of the Delaware Supreme Court, was recused from hearing Thursday’s argument.)

One of the crucial advantages for corporations defending their conduct in shareholder suits is that investors can’t find out very much about internal decision-making until they’ve gotten past defense dismissal motions. Wal-Mart claims that if it loses at the Delaware Supreme Court, plaintiffs will be licensed to go on deep-sea-fishing expeditions for corporate documents before they even file a breach-of-duty complaint.

from Breakingviews:

Wal-Mart can win leading the way on minimum wage

By Daniel Indiviglio
The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Wal-Mart Stores can win by leading the way on the minimum wage. The mega-retailer’s labor costs would rise significantly if the U.S. government were to increase the national pay floor. But the company also has far more low-wage customers than it does employees. That would translate into a net gain in earnings, according to a Breakingviews analysis.

from The Great Debate:

What Beijing can learn from Wal-Mart

“So, how?”

The question, short for “So, how do you want to handle this?” is a common, subtle way to invite someone to offer you a bribe in Asia. A traffic cop pulls you over for running a yellow light. He’s at your passenger window, a leather strap covering his name tag. He tells you to follow him to the police station so he can process your $100 fine. “So, how?”

If you slip 10 dollars into his ticket book -- 20 dollars if you’re a foreigner -- he’ll close it, and you’ll both be on your way.

from Breakingviews:

Wal-Mart puts collar on Cerberus price for Safeway

By Robert Cyran
The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

Could Cerberus pay more for Safeway? Based on the 2007 A&P-Pathmark merger, synergies could be worth more than half the $9.4 billion that the private equity firm’s Albertsons supermarket is paying for its U.S. rival. In theory that leaves room for a higher offer. But competition from the likes of Wal-Mart means cost savings may need to go to shoppers, not investors.

from The Great Debate:

On minimum wage: Mind the Gap

Just 24 hours after Senate Republican Leader Mitch McConnell (R-Ky.) warned that raising the minimum wage to $10.10 per hour from $7.25 would deal a “devastating blow to the very people that need help most,” Gap Inc. announced it would raise employees’ minimum pay to $10 per hour by next year.

In striking contrast to the alarms sounded by McConnell, Gap chief executive officer Glenn Murphy emphasized the benefits of this pay raise for the company’s lowest-paid workers. He described it as a “strategic investment to do more for our employees” -- one that  will help “attract and retain a skilled, enthusiastic and engaged workforce.”

from Stories I’d like to see:

Timing the capitol bloviators, the French as the tough guys, and Wal-Mart’s reputation

1. Timing the capitol bloviators:

Watching the spate of committee hearings on Capitol Hill related to the Obamacare launch debacle reminds me of a story -- or, rather, an ongoing type of coverage -- that I wish the Washington Post, Politico or even C-Span would do: Keep count of the percentage of time each senator or congressman talks versus the amount of time the witnesses, whose appearances are ostensibly the purpose of the hearings, get to talk.

A sub-tally might also be done of how much of the committee member’s time is spent even asking a question, as opposed to giving a speech.

from The Great Debate:

Can Western companies put an end to Bangladesh factory disasters?

On Wednesday, while a Bangladeshi survivor of last November’s Tazreen fire that killed 113 people was talking to a Seattle audience about the need for corporations to be held liable for safety violations, it happened again. That day, a factory housing dozens of garment manufacturers in Bangladesh collapsed outside of Dhaka. Since then the death toll has skyrocketed to more than 300 workers, with hundreds more still trapped in the rubble.

Could it be that the so-called convenience of economic globalization is collapsing, too?

from Stories I’d like to see:

A working legislature, post informant life and Wal-Mart’s guns

A legislature that works:

Maybe it’s because I live in New York and have to read all the time about what may be the world’s two most dysfunctional legislative bodies – in Albany and Washington. But I wish a reporter for a national news organization would try to find the country’s best state legislature. A place where Democrats and Republicans actually work together. A place where money isn’t everything, and where everything isn’t done at the 11th hour, or later, followed by an orgy of self-congratulation.

We’ve got 50 states. They can’t all be governed by lawmakers who embarrass their constituents. Which ones function well, and why? What conflict-of-interest, campaign-spending or other rules do they have that help keep things in line? What makes them different, and how can we export their success to the rest of our capitals?

from The Great Debate:

Why Republicans should pressure Wal-Mart

Some Republicans, like Bobby Jindal, the governor of Louisiana, are arguing that the GOP needs to move away from big business and become a more populist defender of the middle class. That is good advice, and one dramatic way for Jindal or other party leaders to turn over a new leaf would be to join the pressure campaign on Wal-Mart to raise wages for its 2.2 million workers – a campaign that led to protests at Wal-Mart stores nationwide on Black Friday. The protests were coordinated by a labor-backed group of Wal-Mart Associates that wants the company to pay a minimum of $13 an hour, among other demands.

Republican criticism of Wal-Mart is not as unthinkable as it might seem. While the right heaps praise on Wal-Mart for its cheap consumer goods, the company’s low-wage business model should be problematic for conservatives for several reasons.

from Alison Frankel:

How much should corporations admit to SEC, Justice Department?

Last April, as a follow-up to revelations that Wal-Mart had allegedly covered up bribes paid by its Mexican subsidiary, the great Corporate Counsel reporter Sue Reisinger ran a very surprising piece. Despite the scandal engulfing Wal-Mart, defense lawyers told Reisinger that the company may have made a strategically smart decision not to disclose the matter to the government. Smart? Really? Would Wal-Mart's alleged bribery have blown up into a public relations fiasco that cried out for governmental consequences if the company had quietly admitted the facts to the Securities and Exchange Commission or the Justice Department?

I figured Dodd-Frank's whistle-blower provisions would make corporate self-reporting even more of a no-brainer, since insiders now have not only a moral and legal incentive but also a powerful financial motive to alert the SEC when they suspect wrongdoing. According to BuckleySandler partner Thomas Sporkin, who until last June was chief of the SEC's Office of Market Intelligence, the commission receives 1.2 whistle-blower tips a day, on average. If I were a corporate official wondering whether to self-report, I'd assume that one of those tips was about my company and run to the feds before they came to me.

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