Current Issue
 Commentators 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 
 It’s no secret that directors skew toward an older demographic. After all, most boards are looking for individuals who possess a career’s worth of experience and wisdom—executives who have battle scars and gray hair to prove it. Full Story
Most 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. Full Story
 Harvard Professor Lucian Bebchuk is on a quest to modify the corporate takeover defense mechanism known as the poison pill. And boards are taking notice.
Full Story
The 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
Economic forecasts range from dire to optimistic, and the march of unexpected events continues without end in sight. In this current period of
volatility, directors may be surprised
at how quickly a company’s
fortunes can change. They
may find themselves in a difficult
situation through no fault of their
own or their board’s. Full Story
The 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
 Executive compensation and perceived abuses of the system by some companies have continued to put compensation committees under the microscope. To avoid the risk of a legislated advisory vote on pay, directors might consider a compromise. Full Story
While some litigation trends in the United States are troubling for business leaders and directors, what is happening in many countries around the world can be downright scary. As the pace of globalization intensifies, board members become targets for personal liability in far-off jurisdictions. Full Story
Increasingly 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 SEC and Regulatory
Commentators 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.
The 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.
Increasingly 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.
Did unfounded rumors contribute to the run on Bear Stearns that pushed the country’s once fourth-largest investment bank to the brink of collapsing?
The 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. Director Recruiting
Qualities that make great corporate directors and the individuals who possess them.
George L. Davis jointly leads the Board Consulting Practice at executive search firm Egon Zehnder International, and is a founding member and managing director of its Boston office. He cites a growing trend toward succession planning at the board level and sees it as a way to equip the board to better manage the shrinking director candidate pool.
Recent board appointments: Zelnick, Breeden, Sheehan, more.
New Board Members Named at Kraft, McGraw-Hill, Goodyear and more, Tesoro adopts a poison pill, and a proxy battle ensues at CSX.
PepsiCo treasurer Lionel L. Nowell, III was elected to Reynolds American’s board, and will serve on the audit committee. Nowell is also a board member of the American Electric Power Company. |
Governance News Daily
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.
Watch Video 
 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.
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 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. Should the CEO and Chairman roles be split?
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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 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 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?
Keep up to date with forthcoming conferences and monthly roundtable discussions: sign up here. Do you think that Ben Bernanke and the Fed have done a good job since the economic downturn?
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 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. Do you think companies should adopt Say on Pay provisions?
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.
Keep up to date with forthcoming conferences and monthly roundtable discussions by creating your free Directorship account today.
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 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 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 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. Should the board use independent compensation consultants on executive pay?
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 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.
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.
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 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."
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  The annual global gathering of leading board directors and corporate influentials. For more information click here or call 617.399.3043.      The Directorship 100 Institute, held on December 2, 2008, brings together the most well respected voices in corporate governance. For more information click here or call 617.399.3043.
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