A recent paper [Miriam Schwartz-Ziv and Russ Wermers, Do Small and Large Shareholders Have a Say-on-Pay? (October 15, 2014) available at SSRN] investigates the voting patterns of shareholders on Say-On-Pay and finds that ‘small’ shareholders are more likely than large shareholders to use the non-binding Say-On-Pay vote to govern their companies, are more likely to vote for an annual Say-On-Pay vote, and are more likely to vote “against” Say-On-Pay (i.e., to vote against the pay package). Continue Reading →
Author Archive | James McRitchie
Carl Gershenson - “Protecting Markets from Society: Non-Pecuniary Claims in American Corporate Democracy” forthcoming in Politics & Society looks at the role of the state as ‘market protector.’ Protecting us from inside trading, pump and dump schemes, policing market players? Yes, that may be the primary duty of agencies such as the SEC. However, Gershenson turns our attention to a very important secondary duty – “protecting the market from disruptive challengers so that corporations may operate as if markets were autonomous.”
As we have seen in The Rise and Fall of Homo Economicus: The Myth of the Rational Human and the Chaotic Reality and the Economics of Good and Evil: The Quest for Economic Meaning from Gilgamesh to Wall Street, people are not rational robots. Continue Reading →
Corporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine.
The Manhattan Institute‘s Proxy Monitor Project would call it another failure by gadfly shareholders, since Visa Inc. (V) filed a no-action request with the SEC and is very likely to receive the go-ahead to exclude our Simple Majority proposal from their proxy. If that happens, there is no way it will receive a majority vote from shareowners. Therefore, the Proxy Monitor Project will count the proposal as a loss for shareowners and a waste of money for the corporation. Continue Reading →
Leaders from Osler and the Institute of Corporate Directors discuss the evolution of corporate governance and the release of Directors Responsibilities in Canada – a guide to understanding and fulfilling director responsibilities. Although written for Canada, it has general applicability worldwide.
After the video, I suggest a couple of additional books.
Symantec Corporation (NASD:SYMC), which provides security, backup, and availability solutions worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 10/28/2014. ProxyDemocracy.org had collected the votes of three funds when I checked on 10/22/2014. I voted with management 55% of the time and assigned them a proxy score of 55. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Symantec 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →
Entrenched corporate elites may need to up their public opinion game. Robert Monks and Nell Minow are near the top of their attack list. (Shareholder crusaders Monks and Minow speak out) Having been sued several times for having the audacity to make recommendations to boards via shareowner proposals, I’m on there too. (see EMC v. John Chevedden and James McRitchie: Case Dismissed, as well as Deal Professor Equates Filing Proxy Proposals with Terrorism) Of course, proxy advisors, such as ISS and Glass Lewis are at the top for frequently advising clients to vote in favor of shareowner proposals and against those of management. Research now indicates, public opinion may be next. Continue Reading →
How will 2025 be different from today? What should you innovate, invent, create or build? What steps should you take today to position yourself and your company to flourish in tomorrow’s world? Those were some of the questions that were asked and at least somewhat answered on Tursday, October 16, 2014, as the Silicon Valley Directors Exchange (SVDX) and the Arthur and Toni Rembe Rock Center for Corporate Governance (Rock Center) sponsored a morning conversation with your directors, senior executives, academics and others in the corporate governance industrial complex. Continue Reading →
The Rise and Fall of Homo Economicus: The Myth of the Rational Human and the Chaotic Reality by Yannis Papadogiannis deserves wide circulation for documenting the failed state of economics as science. Humans are a far cry from the rational creatures mainstream economics assumes. Economics as a science will never be as mathematically precise as Newtonian physics. And, of course neither will physics.
Papadogiannis does an excellent job of walking lay readers through the history and fallacies of modern economics, presenting findings from sociology, neuroscience, and elsewhere that have led to an incomplete rise in behavioral economics, although we are still far from a paradigm shift. Continue Reading →
For his last show, five-year host, TK Kerstetter, reminisces with Scott Cutler about the key moments of the show and introduces the new hosts who will carry the torch forward. Kerstetter had a great run with lots of interviews with interesting people in corporate governance. Now, apparently, he looks forward to going back to being a board director. I wish him all the best. Thanks for all the good videos. Click to watch TK’s last show. Continue Reading →
The Manhattan Institute‘s Proxy Monitor Project would call it another failure by a gadfly shareholder, since the Hain Celestial Group, Inc. (HAIN) filed for and obtained no-action relief with the SEC, allowing it to leave my proposal for a Majority Vote standard in uncontested elections off their proxy. There is no way it can now receive a majority vote from shareowners. Therefore, the Proxy Monitor Project, SEC Commissioner Daniel Gallagher, Chamber of Commerce and other opponents of shareowner rights will count the proposal as a loss for shareowners and a waste of money for the corporation. Gallagher has stated his desire to have the threshold for proposals move from the current $2,000 to ‘perhaps $200,000 or even better, $2 million.’
However, a second look reveals my filing for a Majority Vote standard to be another win for both shareowners and the company. Continue Reading →
On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware non-stock corporation’s bylaws are not per se invalid. Continue Reading →
This is first time I’ve attended a Council of Institutional Investors (CII) semi-annual conference. My report from first day events can be found at CII Fall 2014 Conference: Part 1. See also, Part 2 and Part 3. There are no fact checkers or even grammar editors here at corpgov.net, so read with that warning. I’ll try to attend CII more often. It was a great event… very informative, lots of interesting people trying to do their fiduciary duty and a bit more. Continue Reading →
This is first time I’ve attended a Council of Institutional Investors (CII) semi-annual conference. Already posted are CII Fall 2014 Conference: Part 1 and CII Fall 2014 Conference: Part 2. In part 3 a panel of experts discusses several legal developments during 2014 and Tim Koller, with McKinsey, discusses how to create growth for the long-term. Warning: I’m not an attorney or full-time consultant. Don’t depend on this post for an accurate account. My primary motive is to get you thinking, and checking out other resources as well, on the subject of corporate governance. Continue Reading →
Activism is on the rise. When and how can activist shareholders in the boardroom be a force for positive change? Directors need to be prepared. Janet Clark, Darren Novak, Brian L. Shorr, and Andrew Shapiro discuss the issues around strategy and corporate governance at an NACD board leadership conference.