International Paper Dumps Staggered Board Elections
October 19, 2007 by Joseph McCafferty
International Paper's board of directors this week authorized an amendment to the company's certificate of incorporation to declassify the board, and to provide for the annual election of directors. The company's proxy statement will include a proposal to the shareholders, which was recommended by the board, to approve the amendment at the 2008 annual shareholder's meeting.
October 19, 2007 by Joseph McCafferty
International Paper's board of directors this week authorized an amendment to the company's certificate of incorporation to declassify the board, and to provide for the annual election of directors. The company's proxy statement will include a proposal to the shareholders, which was recommended by the board, to approve the amendment at the 2008 annual shareholder's meeting.
Proxy Advisory Firms Say Vote For Cytyc, Hologic Merger
October 11, 2007 by Joseph McCafferty
Proxy advisory firms RiskMetrics Group, Glass Lewis & Co., and Egan-Jones Proxy Services are recommending that stockholders of Cytyc Corporation vote for a proposed merger of that company and Hologic, Inc.
October 11, 2007 by Joseph McCafferty
Proxy advisory firms RiskMetrics Group, Glass Lewis & Co., and Egan-Jones Proxy Services are recommending that stockholders of Cytyc Corporation vote for a proposed merger of that company and Hologic, Inc.
Lancaster Colony and Investors Reach Agreement to Avoid Proxy Contest
October 10, 2007 by Joseph McCafferty
The Lancaster Colony Corporation and an investors group led by Barington Capital Group, L.P. have reached an agreement to avoid a proxy contest at Lancaster’s 2007 Annual Meeting of Shareholders.
October 10, 2007 by Joseph McCafferty
The Lancaster Colony Corporation and an investors group led by Barington Capital Group, L.P. have reached an agreement to avoid a proxy contest at Lancaster’s 2007 Annual Meeting of Shareholders.
Shareholder Power
October 1, 2007 by Aaron Bernstein
In 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.
October 1, 2007 by Aaron Bernstein
In 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.
A Close Look at Proxy Advisors
October 1, 2007 by Directorship Editors
This 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. The report, which runs 28 pages, also looked at the factors that may impede or promote competition in the industry. According to the findings, the Securities and Exchange Commission did not identify any major violations in its examinations of such firms.
October 1, 2007 by Directorship Editors
This 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. The report, which runs 28 pages, also looked at the factors that may impede or promote competition in the industry. According to the findings, the Securities and Exchange Commission did not identify any major violations in its examinations of such firms.
The 2008 Proxy Season
October 1, 2007 by Patrick McGurn
It 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.
October 1, 2007 by Patrick McGurn
It 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.
The Battle Brewing Over Director Elections
October 1, 2007 by Aaron Bernstein
The 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, with one allowing companies to continue excluding shareholder nominations to the board from corporate ballots and the other restricting them through tight guidelines.
October 1, 2007 by Aaron Bernstein
The 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, with one allowing companies to continue excluding shareholder nominations to the board from corporate ballots and the other restricting them through tight guidelines.
What the Beltway Has in Store
September 1, 2007 by Joseph McCafferty
A preview of the regulatory agenda over the next 12 months.
September 1, 2007 by Joseph McCafferty
A preview of the regulatory agenda over the next 12 months.
SEC Proxy Review: What’s Next for CD&A
August 24, 2007 by Charles Elson
As 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:
August 24, 2007 by Charles Elson
As 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:
Season 007: Shaken and Stirred
June 1, 2007 by Directorship Editors
Many directors must feel like they've been on both sides of the famous debate over James Bond's favorite martini recipe—first they were stirred by regulators and legislators and then they were shaken by shareholder activists and hedge-fund managers.
June 1, 2007 by Directorship Editors
Many directors must feel like they've been on both sides of the famous debate over James Bond's favorite martini recipe—first they were stirred by regulators and legislators and then they were shaken by shareholder activists and hedge-fund managers.
A Rich Sale for ISS
December 1, 2006 by Directorship Editors
The two firms' private investors are calculating that together, they will add up to a successful initial public offering some day.
December 1, 2006 by Directorship Editors
The two firms' private investors are calculating that together, they will add up to a successful initial public offering some day.