Tuesday October 07, 2008
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accounting & audit board administration calpers ceo ceo succession compensation corporate governance director news director recruiting korean investment corp. kuwait investment authority merrill lynch mizuho corporate bank of japan proxy say on pay sec shareholders strategy & leadership yahoo Shareholders and ProxyNeed to Know: September 2008September 1,2008Delaware Supreme Court rules in boards’ favor in AFSCME v. CA Inc.; short sellers on a shorter leash; Apple unbitten; activists win CSX battle; support wanes for say on pay; more. Full Story  The Furor That Wasn'tSeptember 1,2008 by Paul HodgsonWith the pressure building due to everything from “say on pay,” to proxy access, to continued concerns about high-level payoffs for CEOs overseeing billions of dollars of writedowns, it was expected to be a noisy annual meeting season. Surprisingly, it was not. Full Story  The Most Influential Are...September 1,2008Introducing the second annual list of the most influential people on boardrooms and in corporate governance. This year, given the economic climate, we put more emphasis on those who influence the board’s strategic and economic agenda, including regulators such as Barney Frank. Full Story The Skinny on Fairness OpinionsSeptember 1,2008 by Chris RuggeriContrary to popular belief, fairness opinions are not required by law when companies are involved in deals. In fact, they are not really valuation opinions, or even a determination of the best price. Full Story  The Rules of EngagementAugust 26,2008 by Adam R. MosesIn the often rough-and-tumble arena of proxy contests, shareholder democracy sees its most colorful expression. Aggressive campaigns for shareholder votes are punctuated by forceful “fight letters” issued by the combatants, testing the mettle of even the most stalwart boards and reminding all participants that spirited tactics are the order of the day. 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 Handicapping the '08 Proxy SeasonFebruary 1,2008 by Matt PerkinsThe most combative proxy season to date may lie ahead in the coming months. Now that the Securities and Exchange Commission (SEC) has decided to restrict shareholder access to proxies for at least another year, it’s more than likely that investors at some companies will attempt an end run by proposing a record number of proxy-ballot initiatives. 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 PostingsFebruary 1,2008New Board Members Named at Kraft, McGraw-Hill, Goodyear and more, Tesoro adopts a poison pill, and a proxy battle ensues at CSX. 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  The 'Say-on-Pay' Debate Heats UpFebruary 1,2008Following the lead of Aflac and Verizon, more pay proposals are expected to pass this proxy season. As Congress debates whether or not the rule should be implemented for all companies, the controversy over say on pay isn't likely to die down anytime soon. 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 Rise of Independent DirectorsFebruary 1,2008 by Jeffrey N. GordonThe composition of large public company boards has dramatically shifted from approximately 20 percent independents in 1950 to 75 percent independents today. What accounts for this remarkable shift in the governance completed in a relatively short time? The answer will not be found in better economic results. Full Story What CalPERS WantsFebruary 1,2008Speaking to an audience of board members, advisers, and corporate governance experts, Fred Buenrostro, the chief executive in charge of the country’s largest public pension fund, delivered a call to action: good corporate governance is essential for aligning the interests of investors with management. Perhaps more importantly, healthy capital markets require good corporate governance, he says, if they are to serve the needs of investors and customers. His conclusion: “Good corporate governance improves share price and ultimately reduces the cost of capital.” Full Story Capital Markets: Navigating the ExchangesDecember 1,2007 by Arzu CevikThere have been concerns voiced about the U.S. capital markets losing market share. Earlier this year, the market capitalization of European equity markets surpassed those of the United States for the first time, prompting many to speculate that New York has lost its dominance as the financial capital of the world. Full Story Coda: The Legacy of a Business Editor, The New Era of Junk Journalism, and the Lament of InvestorsDecember 1,2007 by Jeff CunninghamThe most talented business editor of our time was the late James W. Michaels, chief editor of Forbes, who some may remember from his appearances on Forbes on Fox. Full Story Editor's Letter: Battle ReadyDecember 1,2007 by Joseph McCaffertyEven Sherlock Holmes would furrow his brow trying to decipher how the following set of clues fit together: corporate lawyer Marty Lipton, Barbie doll, and Bo Xilai, the Chinese minister of commerce. 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 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 White Knight Swoops in for Glass LewisDecember 1,2007Closing a lightning-fast deal, Ontario Teachers’ Pension Plan’s (OTPP) private-equity unit acquired proxy adviser Glass Lewis for $46 million from troubled Xinhua Finance in October. Full Story A Close Look at Proxy AdvisorsOctober 1,2007This summer, the U.S. Government Accountability Office released its long-awaited report on the state of the proxy-advisory industry. The report, which was requested by members of Congress, looked at whether or not proxy advisory firms have conflicts of interest that could skew the objectivity of their vote recommendations. According to the findings, the Securities and Exchange Commission did not identify any major violations in its examinations of such firms. Full Story Audit Committee Roundup: Tackle Tax Risks With AuthorityOctober 1,2007 by Harry L. Gutman and Edward F. SmithAudit committees have developed a greater sensitivity to the financial reporting and reputation risks that taxes can pose for their companies today. The number of tax-related material weaknesses reported under Sarbanes-Oxley Section 404, as well as the recent implementation of the Financial Accounting Standards Board's FIN 48, has prompted this increased attention. Full Story In-house Counsel: Employed Lawyers CoverageOctober 1,2007 by Lisa ButeraThe American Bar Association has further defined the duties of the in-house counsel, instructing them to act in the best interest of their employer when dealing with illegal conduct by executive officers. This can create a complicated and sometimes antagonistic dynamic as in-house counsel becomes increasingly involved in investigations and civil and criminal litigation of their colleagues. Full Story Ira Millstein on GovernanceOctober 1,2007Ira Millstein is arguably the top lawyer in America in the practice of corporate governance. As a senior partner at the law firm of Weil, Gotshal & Manges, where Millstein has worked since 1951, he has been so influential on the topic that not only did he rank number eight on The Directorship 100, a listing of the most influential people in corporate governance, but Yale School of Management named its Center on Corporate Governance after him. Full Story Shareholder Communications: Why 'Short Termism' May Be Short LivedOctober 1,2007 by Louis M. Thompson, Jr.Imagine for a moment turning on CNBC and watching Maria Bartiromo explain that while Company X has just announced it missed the “consensus earnings estimate” by a penny, resulting in a 10 percent drop in share price, she gleefully reports what the company is doing to create long-term value. 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 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 |
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