Archive | February, 2013

Position Available: Executive Director of Lowell Milken Institute at UCLA

The UCLA School of Law is seeking a highly talented, experienced individual to be the Executive Director of the Lowell Milken Institute for Business Law and Policy at UCLA School of Law to start July 1, 2013.  The Institute’s mission is to bring world class policy analysis, research and educational opportunities in business law and policy to UCLA, the broader community of Southern California, the nation and the world. Continue Reading →

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AFL-CIO Key Votes Survey Results for 2012

Vanguard, Northern Trust, BlackRock and Fidelity scored the lowest among researched funds in supporting AFL-CIO endorsed proxy issues in 2012, according to their 2012 Key Votes Survey. Calvert, Amalgamated Bank, McMorgan and Bridgeway scored the highest.

On proxy-voting issues at 32 companies the AFL-CIO considers representative of a “worker-owner view of value that emphasizes management accountability and good corporate governance,” Vanguard voted against all 32 proposals; Northern Trust, 28 out of 29; BlackRock, 30 out of 32; and Fidelity, 28 out of 30. Continue Reading →

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Environmental and Social Shareowner Proposals Gain Traction

Key Characteristics of Prominent Shareholder-sponsored Proposals on Environmental and Social Topics, 2005-2011, released by the IRRC Institute (IRRCi) and researched by Ernst & Young LLP finds environmental and social (E+S) shareowner proposals are gaining increased support from investors at US companies. Download the report, presentation, press release and even replay the webinar from IRRCi’s website. Continue Reading →

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SVNACD Now SVDX

The Silicon Valley Chapter of the National Association of Corporate Directors (SVNACD) sent an e-mail to members and friends last Friday notifying us they are changing their name to the Silicon Valley Directors’ Exchange. Here’s the body of the notice from the Board of Directors:

Our new name reflects our mission: we are a forum for education and conversation about current, relevant issues facing boards of directors of Silicon Valley companies. Your affiliation with the new Silicon Valley Directors’ Exchange is automatic (and free). The website of the Silicon Valley Directors’ Exchange (SVDX) is www.svdx.org Continue Reading →
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Walt Disney (DIS): How I Voted – Proxy Score 17

The Walt Disney Company ($DIS) is one of the stocks in my portfolio. Their annual meeting is coming up on 3/06/2013. ProxyDemocracy.org had collected the votes of four funds when I checked on 2/26/2012. I added CalSTRS below, which announced their votes earlier.  I voted with management 17% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →

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Apple: How I Voted, Proxy Score – 46

Apple ($AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/27/2013. ProxyDemocracy.org had collected the votes of five funds when I checked on 2/19/2012.  They listed the votes of six funds voting as of yesterday. I voted with management 46% of the time.  View Proxy Statement. I voted, despite David Einhorn’s attempt to get an injunction to block the vote on “Proposal 2″ in Apple’s proxy statement, which would abolish a system for issuing preferred stock at its discretion, facilitate majority voting in director elections and establish a par value for the company’s common stock. Continue Reading →

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The Jobs Act: Challenges and Opportunities

As the United States continues to rebuild its economy, the JOBS Act will impact businesses and financial markets. Legal practitioners, scholars, and students must be proficient in the legal and business aspects of the JOBS Act. This symposium will facilitate discussions of potent topics related to the future of securities transactions regulated under the JOBS Act and the impacts these transactions will have on the practice of law. Continue Reading →

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Faith-Based Investing: Believers Engaging the Boardroom

The following guest post comes from Usman Hayat, was published by the CFA Institute on 13 February 2013, and is republished here with permission. 

Why, how, and to what effect do faith-based investors engage with companies to seek positive social and environmental change? A recent report, “Believers in the Boardroom: Religious Organizations and Their Shareholder Engagement Practices” by International Interfaith Investment Group (3iG), addresses this question.

The report offers case studies from three faith-based investors — Missionary Oblates of Mary Immaculate, Church of England, and Joseph Rowntree Charitable Trust — who lobbied financial giants such as Goldman Sachs (GS) and Bank of America (BAC), to varying degrees of success. Continue Reading →

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Webinar on Environmental & Social Proxy Proposals

The Investor Responsibility Research Center Institute will host a webinar on Wednesday, February 20, 2013 at 1 PM ET to review the findings of a new study that finds environmental and social (E+S) shareholder proposals are gaining increased voting support from investors at U.S. public companies. From 2005-2011, average support for these proposals more than doubled, from about 10 to more than 20 percent.  Continue Reading →

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Quicker Disclosure of Ownership Petitioned – Updated

NYSE Euronext, NIRI (National Investor Relations Institute) and the Society (Society of Corporate Secretaries & Governance Professionals) submitted a joint petition to the SEC requesting the SEC to reduce the time frame under which investors are required to report their holdings from 45 business days after the end of the quarter to two business days after the end of the quarter. Currently, the Exchange Act requires quarterly reporting, so a further reduction than quarterly reporting would require an act of Congress. Continue Reading →

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Audio Friday – TheCorporateCounsel.net: Ginny Fogg on Shareholder Proposal Process

Note: Members Only –  TheCorporateCounsel.net always produces top quality content but I thought the recent post Inside Track with Broc: Ginny Fogg on Shareholder Proposal Processes (2/8/13) was especially informative regarding how at least one company deals with shareowner proposals. As Broc Romanek points out, Fogg discusses:

  • What is your shareholder proposal intake process (eg. who gets copies and is there a log)?
  • What are the steps in deciding how to react to a shareholder proposal?
  • What do you do for relief during the proxy season?
  • Who drafts and reviews a statement in opposition to a shareholder proposal?
  • What is a typical game plan in handling a shareholder proponent who says they are coming to the annual meeting? Continue Reading →
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CalSTRS Furthers ShareOwner Revolution With Announcement of Disney Vote

CalSTRS announced its vote at the March 6, 2013, Walt Disney Company annual shareholder meeting. CalSTRS voted against several directors and management proposals, and voted for shareholder proposals to allow proxy access and separate the CEO and chairman positions. What is significant about the announcement is that it went over each director candidate and issue on the ballot and not only disclosed how CalSTRS voted but why. Here’s the thrust of their press release. Continue Reading →

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Corporate Directors Forum – Day 2

This is the last in my series on the Corporate Directors Forum 2013. See materials, slideshowCorporate Directors Forum 2013: Bonus Session, and Corporate Directors Forum 2013 – Day 1, Part 1, and Corporate Directors Forum: Day 1, Part 2. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion. I throw in a lot of opinions. Some are those of panelists, some are mine, and some came from the audience. Continue Reading →

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Corporate Directors Forum: Day 1, Part 2

Below are some relatively quick notes I took at the Corporate Directors Forum 2013, held on the beautiful campus of the University of San Diego, January 27-29, 2013. See materialsCorporate Directors Forum 2013: Bonus Session, and Corporate Directors Forum 2013 – Day 1, Part 1.

The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion. I throw in a lot of opinions. Some are those of panelists, some are mine, and some came from the audience.  I still get a little lost in some of the financial discussions but think we need to raise public understanding, so I don’t shy away from trying to learn or from offering opinions. I had fun, learned from various perspectives, renewed acquaintances and made some new ones. If corporate governance is your thing, I hope to see you there in 2014. Continue Reading →

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Biased Ballots: Oshkosh Vote Questioned – Take Action

I found another case of corporate elections where ballot measures failed to be identified ”clearly and impartially.” This time at Oshkosh ($OSK). Should we be surprised? Isn’t it time you took a minute out of your day to send a message to the SEC asking for an end to such abuses?

Broadridge claims:

When it comes to proxy ballots, regulations are complex and mailing deadlines are tight. Broadridge helps fulfill regulatory responsibilities efficiently and economically. Broadridge handles the entire process on-line and in real time, from coordination with third-party entities to ordering, inventory maintenance, mailing, tracking and vote tabulation. Continue Reading →

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Corporate Directors Forum 2013 – Day 1, Part 1

Below are some relatively quick notes I took at the Corporate Directors Forum 2013, held on the beautiful campus of the University of San Diego, January 27-29, 2013. See materials. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion.

I throw in a lot of opinions. Some are those of panelists, some are mine, and some came from the audience.  I learned a few things, renewed acquaintances and made some new ones. If corporate governance is your thing, I hope to see you there in 2014.

First, a quick shout out to Linda Sweeney, executive director, Corporate Directors Forum; Larry Stambaugh and Michael J. Berthelot, program co–chairs; James Hale and Anne Sheehan, meeting co–chairs, as well as all the others who made CDF such a great experience, including valets, cooks, wait staff, student volunteers and many more. Continue Reading →

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Firms in Emerging Economies Can Counter Country-Based Deficiencies

Governance scholars debate the relative importance of country characteristics and firm characteristics in understanding variations in corporate governance practices of firms in emerging economies. One of the main questions is whether weak or incomplete public institutions dictate the governance quality of firms located in these countries. Results of analysis in this paper provide evidence that many emerging economy firms distinguished themselves above and Continue Reading →

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Will Dell Shareowners Get Fair Value?

(Reuters/PRNewswire) Southeastern Asset Management, Inc. the largest outside shareholder of Dell Inc. (NASDAQ: $DELL), today announced that it has sent a letter to the Board of Directors of Dell noting that it believes Dell’s proposed go-private transaction grossly undervalues the Company, and will not vote in favor of the transaction as currently structured.  Southeastern intends to retain and avail itself of all options at its disposal to oppose the announced transaction, including, but not limited to a proxy fight, litigation claims and any available Delaware statutory appraisal rights.  Southeastern beneficially owns on behalf of its investment advisor clients approximately 8.5% of Dell’s outstanding shares (including options).  Southeastern filed the letter with the SEC in an SC 13D today. Continue Reading →

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TD Ameritrade: How I Voted – Proxy Score 0%

TD Ameritrade Holding Corp.  ($AMTD) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/13/2013. ProxyDemocracy.org had collected the votes of only two funds when I voted on 2/7/2012.  I voted with management 0% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →

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Corporate Directors Forum 2013: Bonus Session

Below are some relatively quick notes I took at the Corporate Directors Forum 2013, Bonus Session, held on the beautiful campus of the University of San Diego, January 27, 2013. For a list of conference materials, see the Forum’s official site. My site, Corporate Governance (CorpGov.net) is unaffiliated.

The program was subject to the Chatham House Rule, so there will be little in the way of attribution. Don’t expect complete sentences or thoughts either. The links are mine but don’t represent an endorsement by me. They just seemed relevant in a split second decision of how to add a little value to the conversation. Opinions will differ. I throw out lots of opinions. Some are those of panelists, some are mine, and some came from the audience.  I learned a few things, renewed acquaintances and made some new ones. I hope this provides readers with some sense of the discussion. That’s my main objective. Continue Reading →

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CSPI: How I Voted – Proxy Score 0%

CSP Inc. (CSPI, $CSPI) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/12/2013. ProxyDemocracy.org had no advice for me, since the company is so small.  I voted with management 0% of the time.  View Proxy,  Proxy SupplementSolicitation by North & Webster Value Opportunities Fund, LPLetter from North & Webster, and Response. See more at EDGAR. Re Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →

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ICCR Offers Guide and Tweets #ProxyVoteForPlanet

Members of the Interfaith Center on Corporate Responsibility (ICCR) released their 2013 Proxy Resolutions and Voting Guide including all member-sponsored shareholder proposals for the upcoming proxy season.

ICCR members are calling on asset owners to help promote corporate responsibility by voting their proxies in support of investor proposals that advance social, economic and environmental justice.   Continue Reading →

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Investors Press for Disclosure of Political Spending: Please Vote for Resolutions

Last week, investors announced  filing shareholder resolutions at more than 50 corporations as part of a 2013 proxy season initiative asking companies to annually report their federal and state lobbying, including any payments to trade associations used for lobbying as well as support for tax-exempt organizations that write and endorse model legislation.

Take Action: In his Citizens United dissent, Justice Stevens argued  the law should protect shareholders from funding speech they oppose. The majority, however, argued that Continue Reading →

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