 Spotlight
July 24, 2008 The number of women on boards correlates to the future number of women in senior management positions, a new report from Catalyst finds, suggesting that the path to building diversified board membership starts with the management pipeline.
July 24, 2008 A recent poll of venture capitalists by KPMG finds that the market for initial public offerings (IPOs) might not see a revival until 2010. Some say not until 2012.
July 24, 2008 CEO trading based on illegal "front-running" on inside information is believed to spike short-selling. A study shows that short sales jumped 13 percent on days when CEOs sold shares.
July 23, 2008 The former CFO of Proquest was yesterday charged by the Securities and Exchange Commission in an accounting fraud that the SEC contends cost the company more than $437 million in market cap.
July 23, 2008 Two-thirds of companies do not adopt "Say on Pay" even after a majority of shareholders support it with proxy votes, according to a recent study.
July 22, 2008 Citigroup named former IBM executive Lawrence Ricciardi to its board. Ricciardi served in a number of top IBM positions from 1995 to 2002.
July 22, 2008 Nearly a year after it elected to separate the roles of its chairman and CEO, the board of Jackson Hewitt will ask shareholders to weigh in on whether it should adopt majority voting, declassify the board, and give them a say on pay.
July 22, 2008 A recent news report suggests the board of Apple Computer has no succession plan for its iconic chief executive. Apple has previously said it has a succession plan but choses not to make it public.
July 21, 2008 In a history-making ruling, the Delaware Supreme Court dealt a blow to shareholders in a case involving CA, Inc., and the American Federation of State, County and Municipal Employees (AFSCME).
July 21, 2008 An emergency measure undertaken by U.S. securities regulators last week aimed at curbing manipulative short-selling in some major financial firms should be expanded to all publicly traded banks, or it could erode confidence in the banking industry, says banking group. How Many Boards Are too Many for the Average Person?
 July 18, 2008 In an op-ed piece this morning, Securities and Exchange Commission Chairman Christopher Cox urges naked short sellers to cease and desist, arguing that false rumors in the marketplace, especially at financial services firms, "turbocharge distort and short" schemes.
July 17, 2008 A Senate report examined allegations that Swiss bank UBS and LGT, owned by the royal family of Liechtenstein, helped wealthy individuals evade U.S. taxes.
July 17, 2008 As concern rises over the effect of short sellers particularly on hard-pressed financial firms, and the SEC imposes emergency measures to try to rein them in, how should corporate officers and directors respond to their advances? In short: ignore them at your peril.
July 16, 2008 Richard H. Jenrette was appointed to The Blackstone Group’s board. Lithia Motors and SEMI International also elected new members.
July 16, 2008 The Harvard Law School Corporate Governance Blog reported that three Harvard Law School professors are among the authors of the 10 Best Corporate and Securities Articles of 2007, based on an annual poll of law professors.
July 16, 2008 One of Wall Street's highest profile women executives, deposed last month at Lehman Brothers, will join Credit Suisse in September to run its hedge funds.
 July 15, 2008 We invite you to participate in our online forum on the "The Well-Read Director." We will compile the feedback into our "Readings" column in the next issue. Which are your favorites and why? Is In Search of Excellence by Tom Peters on your list? How about Drucker's The Effective Executive? Something outside the management mainstream? We'll consider that, too.
July 15, 2008 For the first time, Nasdaq OMX reports that more shares of NYSE listed companies traded on its exchange platform than on the Big Board over a single day.
July 15, 2008 BATS, an alternative equities trading platform, said yesterday it would launch in Europe on November 1. Two rivals had already announced September launch dates.
July 15, 2008 Its stock price plunging amid questions about its liquidity, the chief executive of Lehman Brothers, Richard Fuld, is reportedly weighing whether to take the investment bank private. Should the board use independent compensation consultants on executive pay?
July 14, 2008 On the presidential campaign trail, Senators Barack Obama and John McCain have voiced their dissatisfaction with excessive executive compensation. McCain, however, would not say whether he supports the Obama-sponsored Shareholder Vote on Executive Compensation Act.
July 14, 2008 Former Morgan Stanley banker, Du Jun, has been charged with insider trading. He is accused of purchasing $11 million in shares of Chinese company Citic Resources Holdings while advising it on buying an oil field in Kazakhstan. Do you think companies should adopt Say on Pay provisions?
 July 11, 2008 Former Citigroup CEO Charles Prince was elected to Xerox's board. Prince left Citigroup in November 2007 during the mortgage crisis. Board members were also elected at Virgin Media, H&R Block, Vodafone, and Clearly Canadian.
July 10, 2008 The Justice Department has ended its two year criminal investigation into Apple's backdating of stock options without bringing charges. Have proxy advisory firms made you more sensitive to shareholder issues?Yes 89% No 11%
 July 10, 2008 United States Treasury Undersecretary Robert K. Steel was named the new president and CEO of Wachovia, the nation's fourth largest bank. Steel, who has never operated a retail bank, will have an uphill climb to right the ailing bank.
July 09, 2008 After an extensive 10-month examination of the three major credit rating agencies, the Securities and Exchange Commission uncovered 'significant weaknesses in ratings practices.'
July 09, 2008 InBev, which is locked in a takeover battle with Anheuser-Busch, is a notorious belt-tightener. The company forces some employees to turn in old pens before they get new ones. Such stinginess could further sour Anheuser management on a possible deal. Meanwhile both sides are digging in.
 July 08, 2008 Businesses have become too pessimistic about the outlook for the economy, and the capacity of the Bush Administration and Federal Reserve to manage it. While exports remain strong, domestic demand remains weak and shows few signs of recovering.
Do you think that Ben Bernanke and the Fed have done a good job since the economic downturn?
July 08, 2008 Chris Cox and Ben Bernanke yesterday signed a "memo of understanding" to increase information sharing between their respective federal agencies.
July 08, 2008 In a new exchange of letters, activist investor Carl Icahn says he has been told by Microsoft CEO Steve Ballmer that a renewed deal for the Internet search engine would be possible if Yahoo shareholders would elect a new board and replace CEO Jerry Yang. In response, Yahoo says it would be "very interested" in hearing a proposal if there is one to be made.
July 07, 2008 InBev, seeking to apply greater pressure to a non-responsive Anheuser-Busch, wants shareholders to vote on replacing the American brewer's board with its own slate, a veritable who's who of former CEOs and CFOs.
July 07, 2008 Questions about the adequacy of corporate governance in Asian countries, particularly Japan, have led to that country's first drop in foreign stock ownership. One result is increasing interest in the creation of its own sovereign fund and enticing investment from other SWFs abroad. Do you think a CEO should be fired for approaching a merger target without the board's approval?Yes, always 31%No, it's not enought to fire the CEO 23%It depends on the circumstances 46%
July 03, 2008 The fugitive hedge fund manager, Samuel Israel III, yesterday surrendered to law enforcement officials in Massachusetts nearly a month after he staged a suicide and disappeared.
July 03, 2008 The director of corporate governance at the California Public Employees' Retirement System (CalPERS) for the last three years has resigned to become managing director of Shamrock Activist Value Fund. Dennis Johnson's departure comes on the heels of other senior-level resignations.
July 03, 2008 RiskMetrics Group has opened its policy formulation process, issuing a survey that is part of three-step process to identify which issues are likely to dominate the upcoming proxy season.
July 03, 2008 Even as it closed a deal to buy a small search company called Powerset, Microsoft was reported to be wrangling for allies to help a renewed bid to break up Yahoo.
July 03, 2008 In an unusual move, the executive committee at Wachtell, Lipton Rosen & Katz yesterday urged the Securities and Exchange Commission to re-instate the 70-year-old "uptick" rule to thwart what it sees as "record levels" of abusive short selling.
 July 02, 2008 The American Red Cross in Greater New York announced that Ira M. Millstein, has been named chairman of its board. Millstein is a senior partner at the international law firm Weil, Gotshal & Manges. Goldman Sachs and Facebook also named new directors.
July 01, 2008 Swiss Bank UBS announced an overhaul of the board and other corporate governance measures in an attempt to regain the confidence of investors in the face of massive losses.
 July 01, 2008 Billionaire investor Carl Icahn, who recently launched his own blog, is encouraging readers to contact their state representatives to voice dissatisfaction with Corporate America. On his site, The Icahn Report, he has railed against the current system of board elections, staggered boards, and poison pills.
July 01, 2008 A new study by professors at Stanford University questions the validity and value of corporate governance ratings. It finds only a 'tenuous' link between ratings and future performance.
June 30, 2008 In an effort to support capital-raising efforts, the Federal Reserve is considering making it easier for private-equity firms and others to take large stakes in banks and financial services firms.
June 30, 2008 Senator Arlen Specter (R-PA) reintroduced critical legislation that would protect the attorney-client privilege when the government is investigating allegations of wrongdoing or corporate failure.
 June 27, 2008 IBM elected Alcoa Chairman Alain Belda to its board, increasing the number of directors to 12. Belda, who has worked at Alcoa for the last 40 years, was chairman and chief executive officer from 2001 until he was named to his current position of chairman earlier this year. He also is a director at Citigroup.
June 27, 2008 Median total board-level compensation for non-executive chairs at Fortune 500 companies increased from $258,500 in 2006 to $264,000 in 2007. The number of Fortune 500 companies reporting independent board leadership now tops 80 percent and CEO accumulated wealth also increased.
June 27, 2008 Kroger shareholders rejected five shareholder-sponsored proposals, including one calling for a pay-for-performance executive compensation plan, at the company's annual meeting in Cincinnati.
June 26, 2008 The more than year-long battle being waged against CSX Corp. by two hedge funds took a dramatic turn when The Children's Investment Fund (TCI) and 3G Capital Partners said they had succeeded in electing four new directors to the CSX board.
 June 26, 2008 A.G. Lafley, chairman and chief executive of Procter & Gamble, is urging presidential hopefuls Sen. John McCain and Sen. Barack Obama to refrain from making negative remarks about the economy, arguing that such comments only make matters worse.
June 26, 2008 Clinton Group, a hedge fund that owns a significant share of Select Comfort, is pressing for the ouster of CEO Bill McLaughlin. Faltering sales and reduced marketing have shareholders asking the company for a change in strategy.
June 25, 2008 Carpenter Moore ranks as the No. 1 D&O insurance insurance broker for public companies and William Gallagher Associates ranks No. 1 for private companies in Towers Perrin's annual survey of directors and officers liability.
June 25, 2008 The founder and his CFO son of the former Adelphia Communications Corp. were re-sentenced this week, a year after one count of bank fraud against them was overturned.
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 July 24, 2008 The National Association of Corporate Directors announced the winners of its 21st annual "Director of the Year" awards. Winners, nominated by their peers, include Andrew J. McKenna, non executive chairman of McDonald's Corp. and lead director of Aon.
July 24, 2008 A lawsuit now before the D.C. Circuit could undermine Sarbanes-Oxley, the 2002 law aimed at strengthening corporate governance in the aftermath of the seismic accounting scandals that came to define the decade.
July 23, 2008 Companies pay Delaware an annual franchise tax that totals about 20 percent of the state’s annual revenue. It has long been argued that this compensation gives Delaware authorities incentives to provide corporate law that maximizes shareholder value. A newly published article argues otherwise.
July 23, 2008 Compensation committees are under the microscope as shareholders, customers, and both presidential hopefuls criticize what they consider to be exorbitant pay packages for executives. To cope, here are "8 Habits of Highly Effective Compensation Committees."
July 22, 2008 According to a newly released study, 28 percent of large, public companies are not fully meeting new disclosure requirements for tax reserves.
July 21, 2008 The latest chaper in the Yahoo-Icahn-Microsoft saga kicked off when the company announced that it would relinquish three board seats to activist investor, Carl Icahn, averting what could have been a dramatic proxy fight at the company's August 1 annual meeting.
If you are a member of a public company board and wish to attend an upcoming gathering, please RSVP online, email us at events@directorship.com, or call 617.399.3043.
July 21, 2008 The Institute of International Finance (IIF) released a report identifying problem areas that have led the global economy to its current state of unrest. Chief among them are poor risk management and compensation policies at the world’s financial institutions.
 July 18, 2008 American International Group appointed Suzanne Nora Johnson, retired from her position as vice chairman of The Goldman Sachs Group in 2007, to its board. Texas Instruments, AdEx, Thornburg Mortgage, Kowabunga!, SEMA, and Avnet also named new board members. What type of equity incentive plan do you currently favor?Stock Options 63%Restricted Stock 26%Stock Appreciation Rights (SARs) 11%
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July 17, 2008 Former Samsung CEO Lee Kun-hee was convicted of tax evasion charges on July 16. His three-year sentence was suspended and he will not be serving any prison time.
July 17, 2008 The contentious proxy battle between CSX and The Children’s Investment Fund Management and 3G Capital Partners concluded when the activists successfully elected four new directors to the CSX board.
July 16, 2008 The Securities and Exchange Commission took a rare step to police trading by short sellers by issuing what it called an 'emergency order.' The ruling will limit short selling of 19 banking and Wall Street stocks during the crucial earnings period. 
July 16, 2008 In the midst of the Securities and Exchange Commission cracking down on rumor spreading, some Goldman Sachs Group traders are being questioned in the case of Bear Stearns. Should the CEO and Chairman roles be split?
July 15, 2008 The SEC announced that it and other regulators will attempt to crackdown on the spread of false rumors intended to manipulate securities markets. Directorship is now regularly blogging on issues surrounding board directors and corporate governance. To view our blogs click here.
 July 15, 2008 The battle between Yahoo and activist investor Carl Icahn continues to mount as the August 1 shareholder meeting approaches. Icahn finalized his proposed slate of Yahoo directors. Yahoo, Microsoft, and Icahn offer varying accounts of what the proposal to break up Yahoo truly entailed.
July 15, 2008 The Securities and Exchange Commission has sent subpoenas to more than 50 hedge fund advisers as part of its investigation to determine whether they manipulated market shares by spreading false rumors.
July 14, 2008 Despite tighter credit and intense scrutiny, a KPMG survey of 160 U.S. and European companies finds that good deals are still getting done and identifies five key ways that successful corporate M&A teams are organizing and implementing their deals.  What are the odds that the U.S. economy will head into a recession in 2008?
July 11, 2008 The Securities and Exchange Commission plans to adopt both American and international accounting standards. Treasury Secretary Henry Paulson and Federal Reserve Chairman Ben Bernanke believes the convergence of both methods will encourage foreign companies to conduct business in the United States.
July 11, 2008 The SEC levied a $1.1 million fine against former Transkaryotic Therapies (TKT) chief executive Richard Selden, accusing him of inflating the company’s stock by promoting a drug that had failed an important clinical trial. 
July 11, 2008 A review of some 2008 proxy statements by Moody's showed some improvement on the disclosure of peer groups and performance targets, but there's still room for improvement.
July 10, 2008 Outgoing SEC Commissioner Paul Atkins called for an independent panel to evaluate and modernize the agency's enforcement division. Meanwhile, recently appointed Commissioner Elissa Walter was sworn in yesterday.
July 10, 2008 It was Robert Giuffra Jr. versus Michael Barry yesterday in Delaware Supreme Court where the two lawyers made oral arguments in what is considered a history-making case involving the state's proxy reimbursement bylaw.
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 July 10, 2008 AirTran and other major airlines want customers to call on their representatives to take action against oil market speculation and manipulation.
July 10, 2008 London-based Marketing communications firm WPP Group announced a $2.13 billion hostile bid for Taylor Nelson Sofres.
July 09, 2008 In the aftermath of huge losses, writedowns and sweeping changes in the c-suite, Citigroup is retooling its board and reportedly adding Harvard Business School Dean Jay O. Light as a director.
July 09, 2008 French police detained Andreas Sperl, who is still employed by Airbus parent European Aeronautic Defense & Space on charges of insider trading.
 July 09, 2008 Orbitz elected eBay's William Cobb to its board and appointed him to serve as a member of the audit and compensation committees. Cobb previously served as president of eBay North America. International Paper and Ambac Financial Group also elected new board members.
July 08, 2008 Oral arguments are expected to be heard tomorrow in Delaware Supreme Court which was asked by the Securities and Exchange Commission to weigh in on who -- companies or shareholders -- should bear the costs of a campaign to seat a minority slate of directors.
July 08, 2008 JP Morgan Chase CEO Jamie Dimon said U.S. regulators should investigate short sellers who bet on Bear Stearn’s stock falling. He claims their activity intentionally brought down the investment bank.
July 02, 2008 Much-needed capital infusions into U.S. financial companies by sovereign wealth funds made it appear that SWF investments would continue, but a recent analysis shows otherwise. Is the threat of regulation having a chilling effect?
July 02, 2008 American International Group will deliver a $47-million severance package to former CEO Martin J. Sullivan.
July 01, 2008 Yahoo management prepared a 32-page investor presentation calling on shareholders to support current directors at the company's upcoming annual meeting. The presentation also questions Microsoft's true intentions during past merger talks.
June 30, 2008 The Delaware Supreme Court was asked by the Securities and Exchange Commission to weigh in on who -- companies or shareholders -- should bear the costs of a campaign to seat a minority slate of directors.
 June 30, 2008 As part of a cultural overhaul, Citi CEO Vikram Pandit is reported to want to create greater synergy between its investment banking, commercial banking, and wealth management divisions by overhauling the bonus system paid to top managers.
 June 27, 2008 Martin Lipton, the seminal corporate governance guru and founding partner of Wachtell, Lipton, Rosen & Katz, blames shareholder activism for deterring boards from performing their jobs. "Short-sighted" stock gains by activist hedge funds make long-term investments in businesses less attractive and deter global competition.
June 26, 2008 A new report from RiskMetrics Group's Governance Institute that examines the governance implications of sovereign wealth funds suggests that pressure from lawmakers and regulators for increased disclosure by sovereign investors could have "unintended consequences."
June 26, 2008 In a letter to shareholders, Yahoo CEO Jerry Yang and Chairman Roy Bostock defended their decision to reject Microsoft’s offer to buy the company, saying it would have been too restrictive.
 June 25, 2008 New directors named to the boards of Broadcom, Convergys, and SmartHeat. Former Chairman and CEO of DIRECTV Eddy Hartenstein was elected to Broadcom's board. Hartenstein served as DIRECTV's CEO, chairman, vice chairman, and president from the company's inception in 1990 until 2004.
June 25, 2008 It's not often that the chief of a global company speaks so candidly about the makeup of management. After his full year on the job, Siemens chief executive Peter Loscher says the conglomerate has too many German white males and pledges to work in his second year to diversify management.
June 25, 2008 Prepaid Card Holdings said today that CEO Bruce Berman will give up his paycheck for 2008 and instead put the money back into the company to cover rising costs. 
Michael Capellas on why a CEO must learn to trust his instincts.
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