 Spotlight
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 Senate confirmation last week of the three commissioner nominees to the Securities and Exchange Commission restores the regulatory agency's leadership to full capacity, at least for the near term.
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.
 June 30, 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.
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. How Many Boards Are too Many for the Average Person?
 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 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.
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.
June 24, 2008 Broadcom Co-founder Henry Samueli, the billionaire philanthropist who owns the Anaheim Ducks pro hockey team, yesterday pleaded guilty to lying to the Securities and Exchange Commission during a probe into backdating stock options. Should the board use independent compensation consultants on executive pay?
June 23, 2008 With the "honeymoon" after a new CEO steps in becoming shorter, thorough and comprehensive succession plans are more critical than ever. Shareholders have less patience and want both faster results and greater transparency.
June 23, 2008 Investors advocates aren't necessarily happy but the Securities and Exchange Commission has decided to extend the filing deadline for smaller companies mandated by the Sarbanes-Oxley Act by another year in order to study compliance costs. Do you think companies should adopt Say on Pay provisions?
June 20, 2008 Former Cendant Chairman Walter A. Forbes, already serving a 12-year sentence in federal prison, is in more trouble. This time, the federal government and Avis Budget Group have targeted him and others in a lawsuit claiming he hid assets shortly after an accounting fraud involving more than $500 million in inflated revenue.
June 20, 2008 The independent board members of Anheuser-Busch, currently weighing a $46-billion offer from InBev, have decided not to hire their own advisers. The move goes along with the concerns of current advisers that another set of deal consultants could split the board.
June 19, 2008 Mississippi Secretary of State Delbert Hosemann has appointed a group headed up by former state supreme court Chief Justice Ed Pittman to study the creation of a business court in the hopes of spurring economic development.
June 19, 2008 British retailer Woolworths, one of the few remaining branches of the once-dominant American retail giant, announced a leadership change yesterday, dismissing Chief Executive Trevor Bish-Jones. Have proxy advisory firms made you more sensitive to shareholder issues?Yes 89% No 11%
June 18, 2008 H&R Block announced a complete corporate-governance overhaul, including plans to drop its poison pill and separate the roles of chairman and CEO.
June 18, 2008 CIT Group named Alexander T. Mason president and COO, prompting speculation that the former Mercantile Bancshares executive could be in line to succeed Jeffrey M. Peek as the commercial finance company's next chief executive.
June 18, 2008 A hefty severance payout for ousted AIG CEO Martin Sullivan promises to put executive pay back in the spotlight and the pressure back on compensation committees.
June 17, 2008 A heated proxy battle at Washington Mutual in Seattle resulted in what some news reports categorized as a surprise victory when Mary Pugh, a WaMu director for nine years and chair of the finance committee for the last three years, resigned.
June 17, 2008 An analysis of CEO compensation at 25 of the largest publicly traded global oil and gas companies found that median income for of those executives increased more than four times the rate of that of executives in the Standard & Poor's 500-stock index as a whole.
June 17, 2008 A Delaware Chancery Court judge denied a request by Yahoo shareholders to expedite their case against Yahoo as investor Carl Icahn considers whether he will continue his proxy battle to win control of the Yahoo board. Do you think that Ben Bernanke and the Fed have done a good job since the economic downturn?
June 16, 2008 Federal prosecutors are planning on filing criminal charges against managers Ralph Cioffi and Matthew Tannin of two Bear Stearns hedge funds.
June 16, 2008 Billionaire activist investor Carl Icahn sees potential in Yahoo’s deal with Google.
June 16, 2008 Despite the faltering economy, CEO pay increased in 2007. According to a review of compensation for the heads of companies in the Standard & Poor’s 500 index, the median pay package reached $8.4 million. Pay is up even at many companies that have performed poorly.
 June 13, 2008 Posthumous payment arrangements to the estates of top management are more the result of legacy deals cut years ago than staples in today's employment contracts. But that hasn't stopped some media outlets from sensationalized coverage of them.
June 13, 2008 Theodore Mirvis and Paul Rowe of Wachtell, Lipton, Rosen & Katz react to Judge Louis A. Kaplan's ruling on Wednesday, in the CSX/TCI proxy battle. They are calling for regulatory reforms to reporting requirements of Rule 13D.
June 12, 2008 “Suicide is Painless,” a theme song from the classic “M.A.S.H” television show, is what the co-founder and former CEO of the now-collapsed Bayou hedge funds wrote on the hood of his truck before he supposedly jumped off the Bear Mountain Bridge in northern New York state. 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%
June 12, 2008 The Securities and Exchange Commission voted to implement a set of formal reforms to prevent a future credit crisis.
June 12, 2008 The first forum to promote better understanding of the role of women in business was hosted in Cairo, Egypt by a consortium that included the Arab International Women's Forum and the Hawkamah Institute for Corporate Governance.
 June 11, 2008 The key data to watch Tuesday will be the deficits on petroleum and motor vehicles, the deficit with China, and the progress of U.S. exports. Especially critical for signs of an export led economic recovery would be exports of capital goods.
 July 03, 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.
June 11, 2008 If billionaire activist investor Carl Icahn wins his bid to control the Yahoo board, a severance plan that he has been critical of would be triggered. Yahoo said the plan is structured to apply to some employees in the event of a change in control.
 June 11, 2008 Both party's presumptive nominees for the presidency--Republican Sen. John McCain and Democratic Sen. Barack Obama--support say-on-pay legislation.
June 10, 2008 Companies involved in securities class-action lawsuits are less likely to become more transparent as a result, a direct contradication of the Private Securities Litigation Reform Act of 1995.
June 10, 2008 Director pay is up more than seven percent, reaching $174K in 2007.
June 09, 2008 Being prepared is key for companies facing aggressive tactics from hedge funds or individual shareholder activists.
June 09, 2008 The advance notice bylaw, a corporate housekeeping tool with potentially powerful effects, has come under the spotlight in several recent Delaware cases. These cases provide sobering reminders of the importance of the advance notice bylaw itself as well as the need for careful drafting.
June 09, 2008 In an industry where business is booming, some oil companies appear to be sparing no expense to keep their CEOs safe, while others barely spend at all.
June 06, 2008 The cofounder and former CEO of chip maker Broadcom was indicted yesterday on charges of fraud, conspiracy, and drug charges, including allegations he spiked the cocktails of other executives with ecstasy.
June 06, 2008 Management and directors in Japan continue to barricade themselves in the boardroom with a variety of defenses. Some 21 percent of the 450 companies rated by GovernanceMetrics International have some form of poison pill, up sharply from 5 percent last year.
June 06, 2008 The three large credit ratings agencies yesterday reached a deal with the New York attorney general to reform some of their core business practices.
June 05, 2008 The Millstein Center for Corporate Governance and Performance at the Yale School of Management announced the formation of a first-ever peer organization of independent chairmen of North American corporate boards.
June 05, 2008 Tomorrow's annual meeting of Wal-Mart Stores will include a performance by Miley Cyrus and the addition of a member of the extended Walton family to its board.
June 05, 2008 The head of enforcement for the Securities and Exchange Commission says she is dismayed by the increasing number of new insider trading cases involving senior executives in a trend reminiscent of the 1980s trading scandals.
June 04, 2008 Securities and Exchange Commission Chairman Christopher Cox has in recent days made three new appointments to the Public Company Accounting Oversight Board and to the enforcement division.
June 04, 2008 Compensation packages in the financial services industry are likely to fall by as much as 20 percent in response to the credit crisis.
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Co-Presented with ISS/RiskMetrics Group featuring Dave Dorman of Motorola, Josh Weston of ADP, Jim Benson of John Hancock, Irv Becker of Hay Group, and John Wilcox of TIAA CREF, and Jeff Cunningham, moderator.
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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 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 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.
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 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 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 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.  What type of equity incentive plan do you currently favor?Stock Options 63%Restricted Stock 26%Stock Appreciation Rights (SARs) 11%
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. Should the CEO and Chairman roles be split?
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June 24, 2008 The Federal Reserve and the Securities and Exchange Commission are finalizing an information-sharing agreement that will essentially redraw how Wall Street is regulated. The efforts come in response to the near collapse of Bear Stearns. The SEC is also reviewing a switch to international financial reporting standards.
June 24, 2008 BoardVantage said today that it is joining forces with RiskMetrics Group to embed its Governance Exchange services which includes webcasts, surveys, and analysis, into the board portal.
 June 23, 2008 In what Global Proxy Watch describes as the corporate governance equivalent of the Nobel Prize, Nell Minow, the founder and editor of The Corporate Library, was given the International Corporate Governance Network's 2008 Award for Achievement. 
June 23, 2008 The reputation of Corporate America in the eyes of consumers has been sullied. Seven out of 11 industries saw their reputation decline last year from 2006 and 16 of the companies with the worst marks fell even further. One bright spot, however, the sterling reputation of Google.
June 23, 2008 In the face of a worrisome housing climate and a sluggish dollar, CEO turnover spiked in the first quarter of 2008.
June 23, 2008 A Congressional bill backed by nearly three dozen former prosecutors intends to make it illegal for prosecutors and other federal enforcement officials from demanding confidential information.
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. What are the odds that the U.S. economy will head into a recession in 2008?
June 20, 2008 Maverick shareholder activist Carl Icahn finally launched his new blog, "The Icahn Report." The blog gives him outlet to voice his discontent with Corporate America. Among the first missives from Icahn's electronic soap box: “Corporate Democracy is a Myth,” and board elections are "absurd."
June 19, 2008 E-mails could again play a pivotal role for federal prosecutors building a case against two former Bear Stearns fund managers charged with intentionally misleading investors in two funds they managed.
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June 19, 2008 Mississippi Secretary of State Delbert Hosemann has appointed a group headed up by former state supreme court Chief Justice Ed Pittman to study the creation of a business court in the hopes of spurring economic development.
June 19, 2008 Boards with a majority of independent directors significantly decreased their CEO's compensation in the period after new rules aimed at increasing board oversight in the aftermath of the corporate scandals in 2001 to 2002 were enacted.
June 18, 2008 Former CFO of Allied Deals, Anil Anand, was sentenced to time served for his role in an international Ponzi scheme that involved the loss of more than $680 million by some 20 banks. He was also ordered to pay restitution of $683.6 million.
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June 18, 2008 Perry Ellis, Netuitive, Sapient, Fifth Third Bancorp, and Pacific Ethanol appoint new board members.
June 17, 2008 Yahoo's controversial severance plan was a hindrance to a buyout by Microsoft. But is it valid? A group of shareholders is asking the Delaware Chancery Court to decide.
 June 16, 2008 Another financial services CEO is out. After a three-year hour board meeting yesterday, AIG named Robert Willumstad, who was chairman of the insurer, to replace Martin Sullivan as CEO. It also appointed Stephen Bollenback lead director. Directorship is now regularly blogging on issues surrounding board directors and corporate governance. To view our blogs click here.
 June 13, 2008 Lehman Brothers CFO Erin Callan--one of the highest profile female executives on Wall Street--and COO Joseph Gregory have been replaced as the investment bank continues to struggle. Callan will move to the bank's investment banking division.
June 13, 2008 AirTrain, Northern Hemisphere Development, Security Benefit, and Singer Equities appointed new board members.
June 13, 2008 Billionaire activist investor Carl Icahn’s efforts to force a deal between Yahoo and Microsoft appears to have fallen through, now that Yahoo has forged a partnership with Google. What's Icahn to do now?
June 12, 2008 In one of the more bizarre proxy battles this season, a federal judge ruled that two overseas hedge funds could vote their shares even though they failed to file required disclosures about their holdings and intentions.
June 11, 2008 Some 56 young professionals were identified by The Millstein Center for Corporate Governance and Performance at the Yale School of Management as “Rising Stars of Corporate Governance.”
June 11, 2008 Sprint appointed William Nuti, David P. Johnson was elected to ClickFox, and Joseph A. Schenk joined GAIN Capital Holding's board of directors.
June 10, 2008 Compensation critics call death benefits an extreme example of pay without performance.
June 09, 2008 Now operating under Chapter 11 bankruptcy protection, Tropicana Entertainment late last week replaced CEO Wiliam J. Yung III and is rebuilding its board to include more independent directors.
June 09, 2008 Wal-Mart's annual meeting was compared to a revival, but after the hoopla of performances by entertainers such as Queen Latifah, the newly minted American Idol David Cook, and "Dreamgirls" diva Jennifer Hudson shareholders voted down all seven shareholder proposals.
June 06, 2008 A leaked deal can take up to 70 percent longer to complete and decrease paid premiums by 13 percent.
June 05, 2008 The OECD predicts that the global economy will slow, but that a serious recession is unlikely. 
Michael Capellas on why a CEO must learn to trust his instincts.
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June 04, 2008 Carl Icahn is expected to seek the removal of Yahoo CEO Jerry Yang if his bid for board control is successful.
June 04, 2008 Edward E. Whitacre was elected to the ExxonMobil board of directors. Wynn Resorts, McAfee and Capital Energy also elected new members to its board of directors. Browse News Archive
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