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accounting & audit board administration calpers ceo ceo succession compensation corporate governance director news director recruiting fred buenrostro korean investment corp. kuwait investment authority merrill lynch mizuho corporate bank of japan proxy rob feckner sec shareholders strategy & leadership SEC and Regulatory CD&A: The Second Time AroundJune 1,2008 by Joseph McCaffertyIncreasingly detailed executive pay disclosures haven’t led to across-the-board cuts in CEO pay. Instead, boards are using new disclosure rules to demonstrate how executive compensation plans are tied to shareholder value. 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 Henry Paulson: Man With a PlanJune 1,2008There will be no quick fixes to the current credit crisis, nor will the framework for improving regulatory structures be built overnight. Speaking before the spring gathering of the Council of Institutional Investors in April just weeks after the formal introduction of a controversial blueprint for modernizing the financial regulatory structure, U.S. Treasury Secretary Henry M. Paulson Jr. outlined the vast challenges that lie ahead. Full Story Here Come the RegulatorsJune 1,2008 by Kirke Hasson and Ernie PatrikisThe fallout from the subprime and credit crisis continues to highlight imperfections in our banking and finance system. A bright light is now being shined on the patchwork of regulatory bodies, often with overlapping jurisdictions and prerogatives, tasked with overseeing financial and banking entities. Full Story  State Litigation GuideJune 1,2008 by Steven B. HantlerCommentators taking note of the recent felony convictions of several high-profile plaintiffs’ lawyers, including Bill Lerach and Melvyn Weiss, have declared that the tort reform battle is over and the corporate defenders have won. Nothing could be further from the truth. While a few big guys may be cooling their heels in jail, it’s still not safe to tread in America’s litigation waters. Full Story Who Sank Bear Stearns?June 1,2008Did unfounded rumors contribute to the run on Bear Stearns that pushed the country’s once fourth-largest investment bank to the brink of collapsing? Full Story Executive Pay: What Really Makes SenseApril 1,2008 by Pearl MeyerThe drive by regulators, institutional shareholders, activists, and the media to reduce perceived executive-pay abuse is following a path that could have serious unintended consequences, limiting the exercise of business judgment by directors in their determinations. Full Story No Lame-Duck Status for SECApril 1,2008The Securities and Exchange Commission might be down to only three commissioners of its normal panel of five, but that doesn’t mean it isn’t busy. Recent actions will affect this season’s proxies and naked short sellers. But it is an old rule, Reg FD, that is getting the attention of directors. Full Story Postings: April / May 2008April 1,2008Recent board appointments: Zelnick, Breeden, Sheehan, more. Full Story The Ex-MenFebruary 1,2008Former Securities and Exchange Commission chairmen are a little like ex-presidents: they generally leave public office to pursue endeavors outside the shadow cast by their former role, they are occasionally asked to weigh in on issues of the day, and they generally refrain from heaping too much criticism on each other or the current administration. In December, at the Directorship Institute, an annual gathering of directors and corporate-governance experts, three former SEC chairmen—Richard Breeden, Harvey Pitt, and William Donaldson—let down their guard a little and engaged in a friendly debate on the current regulatory environment. Full Story The Litigation StormFebruary 1,2008 by Judy WarnerBoards were just beginning to bask in the milder securities class-action litigation climate. After record numbers of suits in the early part of the decade, the number of cases was dwindling to the point that directors wondered if a permanent change had occurred. There were numerous reasons for such optimism. Full Story Finding New Value in Internal AuditDecember 1,2007 by Michael J. Nolan and Edward F. SmithMany audit committees are ratcheting up their expectations for the internal audit function. In fact, a recent ACI/NACD survey found that only 46 percent of audit committee members were very satisfied with the effectiveness of their company’s internal audit function. Full Story Inside the SEC's Rule-Making ApparatusDecember 1,2007 by Matt PerkinsThis past summer, the Securities and Exchange Commission proposed two rules on shareholder proxy access with opposing aims: One provides for greater access to ballots, while the other upholds the status quo of restricting access. Together, the initiatives received more than 34,000 comment letters. Full Story Reviving the Attorney-Client PrivilegeDecember 1,2007 by Michael R. BromwichOnce upon a time, federal law enforcement agencies investigated allegations of corporate criminal activity using their own powers, authorities, and investigative techniques. Companies that were subject to federal criminal investigations relied on their in-house and outside counsel to defend them vigorously. Full Story The Case for Global D&O InsuranceDecember 1,2007 by Deborah Cotton, Michael Goldman, Patrick Harrison and James PinkstaffIn the constantly changing area of directors and officers (D&O) liability, significant D&O exposures are no longer limited to U.S. regulatory and legal actions. 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 SEC on Pay Disclosure: 'Try Again'October 1,2007In late August, the Securities and Exchange Commission sent comment letters to more than 300 companies offering an opinion on how they complied with the new compensation discussion and analysis (CD&A) rules that went into effect earlier in the year. The gist of the SEC’s comments? “We’re not happy.” Full Story The 2008 Proxy SeasonOctober 1,2007 by Patrick McGurnIt is not easy to prognosticate on the 2008 Proxy Season and the future direction of corporate governance. For a little help, I recently turned to a renowned, 60-something-year-old pundit—the Magic 8 Ball. 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 The Return of the Tender OfferOctober 1,2007 by Mark GordonUnused in friendly transactions for many years, the tender offer has returned as a viable—and in many cases superior—alternative to the single-step merger for strategic and private-equity acquisition structures. Indeed, the first six months of 2007 have seen at least 29 tender offers for U.S. targets with a market cap in excess of $200 million, compared with just 5 for the same period in 2006. Full Story What the Beltway Has in StoreSeptember 1,2007 by Joseph McCaffertyA preview of the regulatory agenda over the next 12 months. Full Story SEC Proxy Review: What's Next for CD&AAugust 24,2007As part of its first phase of review of executive and director compensation disclosure in 2007 proxies, the SEC Corporate Finance Staff began sending its first wave of comment letters to certain targeted companies earlier this week. Here is what the SEC is reviewing: Full Story Barney Frank's Grand BargainApril 1,2007 byThe outspoken champion of the working class wants to compromise with Corporate America. A close look at Frank suggests he will take a measured approach to leading Financial Services. Acquaintances say that, ultimately, his steel trap of a mind always reins in his emotions. Full Story Drumbeats on CEO payApril 1,2007 by Directorship EditorsTrue to predictions, the new Democratic-controlled Congress is moving toward reining in executive compensation. The House Financial Services Committee, headed by U.S. Rep. Barney Frank is looking to revise a failed 2005 bill that would have required shareholders to approve pay packages for top executives. Full Story Why J-Sox is Not Sarbanes-OxleyDecember 1,2006 by Toshio AritakeIt's comparable in some ways to the American Sarbanes- Oxley Act and is the first comprehensive set of governance rules to be mandated in Japan. Full Story Skilling's Sentence: How To React?December 1,2006 by Directorship EditorsThe harsh decision sends a message: The bad guys should suffer, and the good guys should speak up for themselves. Full Story Declaring War On Lawsuit AbuseNovember 1,2006 by Directorship EditorsThe American Justice Partnership fights for tort reform, state by state. Full Story The First Thing We Do, Let's Fire Some LawyersNovember 1,2006 by James C. WooleryAn overload of specialist attorneys is balkanizing the American boardroom. Full Story The Right Way To Hire An InvestigatorNovember 1,2006 by Warren De Weid and Steven WitzelThe recent furor at Hewlett-Packard has focused attention on public companies' use of private investigators Full Story |
           The Directorship 100 Institute & Recognition Dinner: December 2, 2008The annual global gathering of leading board directors and corporate influentials.
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