


Articles by Aaron BernsteinA New Era of Regulation?October 1,2008 by Aaron BernsteinOn the eve of the presidential election, candidates Barack Obama and John McCain have made corporate governance a campaign issue. No matter who takes the oath of office in January, directors can expect significant regulations to come out of Washington that could have a significant impact on how corporate directors do their jobs. Full Story SEC to Address Broker VotingSeptember 1,2008 by Aaron BernsteinUninstructed votes cast by brokers in board elections have been a growing flashpoint between directors and investors, with the Securities and Exchange Commission caught in the middle. Full Story Fixing the Rating GameJune 1,2008 by Aaron BernsteinThe SEC may not take up controversial issues like shareholder access to the proxy this year, but boards can expect action on other topics, including credit-rating agencies. Full Story When Political Giving Doesn't PayJune 1,2008 by Aaron BernsteinMost boards probably don’t think too much about their company’s political donations. But now investor groups are calling for more diclosure and new evidence has emerged that political giving could be a sign of underlying problems. Led by a nonprofit, non-partisan group called the Center for Political Accountability, these investors have argued that corporate donations should be disclosed publicly so shareholders can assess any investment risks they may pose. They also call on boards to provide oversight of companies’ political spending. Full Story SWFs to the RescueApril 1,2008 by Aaron BernsteinOver the past six to nine months, it has seemed as if many major American and European financial institutions have been getting government bailouts. Only the governments haven’t been in Washington or Paris. Full Story No Shortcuts to Long-Term ThinkingFebruary 1,2008 by Aaron BernsteinIn 1901, George Westinghouse sent a letter to his shareholders explaining that Westinghouse Electric hadn’t issued financial reports for the prior four years because it wasn’t in “the interests of all.” The company didn’t bother with another annual report until 1906. Full Story Pay Advisers Under FireFebruary 1,2008 by Aaron BernsteinThe building backlash against high executive compensation is honing in on a new target: The national consulting firms that many large corporations use to construct CEO pay packages. Full Story Proxy Access: On to the Next BattleFebruary 1,2008 by Aaron BernsteinLast November’s decision by the Securities and Exchange Commission to restrict shareholder access to proxies kicked off a new round of attacks by opponents of the rule who are more determined than ever to gain access to corporate ballots. In fact, activists contend they may gain more ground than if the SEC had voted the other way. Full Story Lipton vs. BebchukDecember 1,2007 by Aaron BernsteinDo stockholders own the company? To most board members, and probably most Americans, the idea is so axiomatic that the question hardly seems worth asking. Yet a long-simmering debate on the age-old argument over the board’s responsibilities to shareholders versus the arguably inherent rights of all company stakeholders recently burst out in the open, shedding new light on that central question. Full Story Toward Global BookkeepingDecember 1,2007 by Aaron BernsteinA Securities and Exchange Commission (SEC) plan, passed unanimously last month, to allow foreign companies listed in the United States to stop reconciling their financial statements to U.S. accounting standards is getting panned by investors. Full Story Shareholder PowerOctober 1,2007 by Aaron BernsteinIn 1932, a classic book called The Modern Corporation and Private Property spelled out the view that underlies most of the corporate governance activism in the United States today. Written by two academics named Adolf Berle and Gardiner Means, the book explained how the birth of the modern publicly owned company in prior decades had brought about a fundamental split between ownership and control. Full Story The Battle Brewing Over Director ElectionsOctober 1,2007 by Aaron BernsteinThe corporate-governance battle looming over Washington this fall revolves around the issue of proxy access. Last July, the Securities and Exchange Commission made good on a pledge by Chairman Christopher Cox to address shareholder demands for greater access to proxy ballots. But the two proposals voted on by the divided commission flatly contradict each other. Full Story |