Video Friday: CorporateAffairs.tv

TheCorporateCounselOnce again, demonstrating that learning can be fun, Broc Romanek recently announced the launch of his newest site - CorporateAffairs.tv! Well before Dave Lynn & Broc dabbled in silly videos years ago, he’s wanted to build a site focusing solely on video. CorporateAffairs.tv provides free videos – all of them short in length – that fall within one of three categories: educational, news or entertainment. And he built the site himself! Continue Reading →

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Omnicom (OMC) Group Loses to Chevedden: Shareowner Rights Preserved

OmnicomIn a memorandum and order issued yesterday, Judge Louis L. Stanton, of United States District Court for the Southern District of New York, ruled John Chevedden’s motion to dismiss is granted. Omnicom’s motion for summary judgment is denied. “The clerk is requested to enter judgment dismissing the complaint, with costs and disbursements in favor of Mr. Chevedden according to law.” Continue Reading →

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EMC v. John Chevedden and James McRitchie: Case Dismissed

LawVmoneyThe chilling effect of companies bypassing the SEC’s inexpensive ‘no-action’ process may be coming to an end. Apache, Waste Connections and a growing number of companies have been successful in US district courts in Texas. Finally, we won a landmark case in U.S. District Court of Massachusetts. The law can prevail, even against the weight a $55B company can wield. Continue Reading →

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Directors&Boards: Digital Advisors & Knowledge Capture

Directors&BoardsDirectors&Boards is one of our “stakeholders.” No, that doesn’t mean they own part of us or that we own part of them and it doesn’t mean we always agree with each other. But they are included in our primary reference groups, those who contribute regularly to our “vocabulary of meaning.” The current edition begins to address two topics that need more attention. Continue Reading →

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Review – The Nature of Corporate Governance: The Significance of National Cultural Identity

TheNatureofCorporateGovernanceThe Preface to this book is so powerful that I have to begin my review with the words of the authors, Janet Dine and Marios Koutsias.

The thesis of this book argues that national corporate governance is extremely important for societies. Recently many scholars have said that a convergence of corporate governance is inevitable. We believe that it is true but like Mark Twain said “the reports of my death are greatly exaggerated.” We show that although there is some convergence, national law of corporate governance is thriving. We also believe that it is necessary for the identity of each country. The reason that national diversity in corporate governance is still widespread is because of the history, philosophy and economy of each county as shown in its cultural heritage, and which it gives its identity. The cultural heritage in each state is identifiable in the company law and corporate governance codes. We consider that this is crucial for the well being of democratic nations. Convergence in corporate governance is a threat to ordered commercial regulations because of the power of the preeminent economic paradigm in the West which is the neo-liberal model. The neo-liberal agenda that predicates deregulation, privatisation and the liberalisation of markets is moulding many jurisdictions into an Anglo- American model of corporate governance which is dangerous for a number of reasons: Continue Reading →

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Call for Papers: 2nd Geneva Summit on Sustainable Finance

geneva-summit-on-sustainable-financeSubmission Deadline: May 31st, 2014

Following the success of the inaugural Geneva Summit on Sustainable Finance, the Geneva Finance Research Institute and the Institute For Environmental Sciences of the University of Geneva together with Sustainable Finance Geneva are pleased to announce the 2nd Geneva Summit on Sustainable Finance, which will be held on November 27th, 2014 at the University of Geneva in Switzerland. Press release follows:  Continue Reading →

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Joseph A. Dear: June 7, 1951 to February 26, 2014

Joe Dear

Joe Dear

Joseph Dear, a politically savvy chief investment officer who helped steer CalPERS through the aftermath of the stock market crash and a bribery scandal, died Wednesday of prostate cancer. (CalPERS chief investment officer dies, Sacramento Bee, 2/26/2014)

Joe Dear, the former head of the Washington State Investment Board and past Chief of Staff for Washington State Governor Gary Locke, has died of prostate cancer at the age of 62. (Former Washington State Investment Board chief Joe Dear dies at 62, GeekWire, 2/27/2014) Continue Reading →

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Video Friday: Janet Dine on Multinational Corporations

Janet Dine qualified as a barrister in 1973 and practiced at the English Bar. In 1978 she became a lecturer at King’s College London until moving to Essex in 1992. From 1987-9 she was a Senior Research Fellow at the Institute of Advanced Legal Studies and remains a Senior Fellow of the Institute. From 1992-3 she was appointed by the UK Treasury as a Commissioner for Friendly Societies. In 1999-2000 she assisted in a TACIS project, helping to draft Russian Law on company reorgnisations and liquidations.

YouTube presentation uploaded on Dec 17, 2013 Continue Reading →

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Review: Getting Women on to Corporate Boards

GettingWomenontoCorporateBoardsThis slim but informative volume contains contributions from practitioners, policy-makers, principle-setters, advocacy groups and researchers on gender balance in the boardroom, the outcomes of the Norwegian quota law and its snowball effects in other countries. The book came out of a Think Tank organized in Oslo in March 2011. The Norwegian quota law demanded a minimum share of either gender of 40% on boards of publicly listed companies, about 1500 corporations as of January 2008.

Norway took a radical approach. The penalty for not meeting the quota was dissolution. No company took that chance. By any reasonable measure, the Norwegian law is a success. Has Norway’s example started a “wave effect” of momentum around the world? I think so, although Norway had a head start over most countries because they already had a strong base of human rights. Continue Reading →

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Video Friday: The Coming Collapse of the American Corporation?

Gerald(Jerry)DavisFrom a CSES Lecture Series event held on February 6th, 2014 at Cornell University. Gerald (Jerry) Davis presented his research “The Coming Collapse of the American Corporation (and What Comes Next)?”

Shareholder-owned corporations were the central pillars of the US economy in the twentieth century. Due to the success of the shareholder value movement and the widespread “Nikefication” of production, however, public corporations have become less concentrated, less integrated, less interconnected at the top, shorter-lived, and less prevalent since the turn of the twenty-first Continue Reading →

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Apple Inc. (AAPL): How I Voted – Proxy Score 89

silver-apple-logo-apple-pictureStockUnderValueExtraxtionApple Inc. (NASD:AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/28/2014. ProxyDemocracy.org was down for maintenance when I checked and voted on 2/19/2014, so no voting advice there. I checked a few other sources such as CalPERS, Florida SBA and OTPP but none had disclosed their votes on their sites as of yesterday. I voted with 89% of the Board’s recommendations. View Apple’s Proxy Statement. Continue Reading →

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Fleming to Head SEC’s Office of the Investor Advocate

Rick A. Fleming

Rick A. Fleming

The Dodd-Frank act created a new permanent Investor Advisory Committee (SEC-IAC) to consult with and advise the SEC on matters, such as making recommendations to Congress for legislative changes on the regulation of securities products, trading strategies and fee structures, the effectiveness of disclosures, and other investor protection initiatives. The IAC is comprised of the head of a newly created Office of the Investor Advocate, a representative of senior citizens, a representative of state securities commissions, and 10 to 20 representatives of individual and institutional investors appointed by the SEC. Almost two years after establishing the new SEC-IAC, Rick A. Fleming has been named as the first head of the agency’s Office of the Investor Advocate (OIA). Continue Reading →

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Quick Bites on Corporate Governance

J. McRitchie

J. McRitchie

CorpGov.net publisher/shareowner activist, James McRitchie in the news.

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CSP Inc. (CSPI): How I Voted – Proxy Score 100

CSPIThe $CSPI annual shareowners meeting is coming up February 11, 2014, so there isn’t much time to vote. Since most readers are not familiar with this obscure company, I’ll start with a description from GMI Ratings:

CSP Inc. (CSPI) along with its subsidiaries, develops and markets information technology (IT) integration solutions and high-performance cluster computer systems. The Company operates in two segments: Systems segment and Service and System Integration segment. The Systems segment consists primarily of CSPI’s MultiComputer Division (the MultiComputer Division), which designs and manufactures commercial Continue Reading →

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A Big Reason Small-Caps Undertake Bad Financings: Board Composition

Adam Epstein - Web - CroppedGuest Post: Adam J. Epstein is a NACD Board Leadership Fellow, the small-cap contributing editor to Directorship magazine, and advises small-cap boards through his firm, Third Creek Advisors. He is the author of The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies (McGraw-Hill, 2012). A version of this article first appeared in the Jan/Feb ’14 issue of Directorship magazine. Mr. Epstein can be reached at ae@thirdcreekadvisors.com. More from Epstein on CorpGov.net.

Much is said and written about initial public offerings in this country from seemingly every possible angle. Interestingly, though, there is an equally important financing ecosystem in the U.S. capital markets that is similar in size to and sometimes even larger than the IPO market, about which comparatively little is said or written. Continue Reading →

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Directors Forum 2014: Afternoon Sessions

RotundaBelow are notes I took during the afternoon sessions at the Corporate Directors Forum 2014, held on the beautiful campus of the University of San Diego, January 26-28, 2014. This year, I was only able to attend on January 27th. 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.

If you are a director or candidate, investor, senior corporate officer, board or management advisor, academic, or are in some way part of the corporate governance industrial complex or want to be, I hope to see you there January 25-27, 2015. If you attended the Forum this year and have ideas for articles you would like to see or to write for CorpGov.net, please email me your ideas or drafts. Part 1. Continue Reading →

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Directors Forum 2014: Morning Sessions

Kroc-School-of-Peace-and-Justice-University-of-San-DiegoBelow are some notes I took during the morning sessions at the Corporate Directors Forum 2014, held on the beautiful campus of the University of San Diego, January 26-28, 2014. This year, I was only able to attend on January 27th. 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. Continue Reading →

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Video Friday: Margaret Blair – Making The Hard Call: The Unheralded Role of Corporate Boards of Directors

MargaretBlairThe UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of private sector governance arrangements in contract enforcement, the legal concept of corporate “personhood,” the historical treatment of corporations by the Supreme Court, and the problem of excessive leverage in financial markets.

Webcast sponsored by the Irving K. Barber Learning Centre and hosted by the Faculty of Law at the University of British Columbia. It has become part of the accepted corporate governance wisdom in the U.S., as well as in numerous other countries, that boards of directors of publicly-traded corporations Continue Reading →

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Proxy Access is Needed at Apple

silver-apple-logo-apple-pictureDespite the Apple Board’s best effort to obtain a “no-action” letter to exclude my proxy access proposal, it is included among the items to be voted on at or before the annual meeting to be held on February 28 at our Company’s principal executive offices in Cupertino, CA.  See Apple’s proxy, Proxy Proposal 11, ‘Proxy Access for Shareholders’ on page 63. (A minor gripe – why doesn’t Apple provide a linked index to our proxy so that shareholders can easily flip to the subject they are looking for? Let’s hope part of their strategy isn’t making it too hard to analyze the issues and vote.)

Here’s the thrust of my argument. We need directors who can address the big money pile – not with short-term buyback strategies that facilitate extraction of value but with long-term strategies that create value. Investing $150B in Treasuries or money markets is not efficient use of our money. The returns of Google Ventures, for example, are far above the industry’s mean. There is no reason why Apple couldn’t also put our money to good use though an Apple Ventures type of vehicle or through a revamped and enhanced Blue Sky program.  Continue Reading →

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Take Action: Join Nader’s Penny Brigade

RalphNaderSome have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access).  According to a recent article in the WSJ, the longtime consumer advocate is now putting together a shareholder-activism group. (Ralph Nader Adds Shareholder Activist to His Portfolio, 1/15/2014) Continue Reading →

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