Call for Papers: Inside the Board Room

Since the Cadbury Report was published in 1992 in the UK, there has been increasing emphasis not just by UK regulators but also by regulators from other countries, including the USA and Continental Europe, of the role of boards of directors in corporate governance. However, 20 years down the line it is still uncertain whether boards of directors are able to fulfill the important role they have been assigned by regulators. For example, the academic literature on the impact of board composition, in particular the proportion of outside, non-executive directors, is as yet inconclusive as very few studies have Continue Reading →

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Video Friday: Use of Social Media By Senior & Board Level Executives is Pitiful

Less than a third of companies today use social media to support their corporate strategy and risk management practices, according to new research conducted by Stanford University’s Rock Center for Corporate Governance, the Center for Leadership Development and Research at the Stanford Graduate School of Business, and The Conference Board.

What Do Corporate Directors and Senior Managers Know about Social Media? details the results of a survey of more than 180 senior executives and corporate directors of North American public and private companies. The findings reveal a disconnect between companies’ understanding of social media and how they apply it to their business. The report appears in the latest Directors Notes published by The Conference Board. Continue Reading →

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Crowdfunding Amicus Curiae on Gabelli v. Securities and Exchange Commission

William Michael Cunningham, of Socially Responsible Investment Research is attempting to crowdfund the filing fee for a friend of the court brief at the US Supreme Court.

The case involves defendant Mark Gabelli, who was the portfolio manager for the Gabelli Global Growth Fund (GGGF), as well as several affiliated funds, from 1997 until 2004. Defendant Bruce Alpert had been the Chief Operating Continue Reading →

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USPX Suspends Central Activities

As many readers may know, a few months ago I joined the board of the United States Proxy Exchange (USPX). I’ve long been impressed with the work of USPX’s volunteer executive director, Glyn Holton. We worked closely  on several sets of comments to the SEC, Model Shareowner Proposal for Proxy Access and subsequent no-action responses, Shareowner Guidelines for Say-on-Pay Voting, the Amicus Curiae in the case of Apache Corp. v John Chevedden, etc. I could go on and on. Continue Reading →

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Event: The Role of Proxy Advisory Firms

The U.S. Chamber Center for Capital Markets Competitiveness (CCMC) will hold a half-day event on Wednesday, December 5, 2012 in Washington DC to take an in-depth look at the influence of proxy advisors and the state of corporate governance in the U.S. It would be nice to get some shareowners out to at least listen and report back to CorpGov.net. I would love to learn of their plans. Continue Reading →

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Recent Research on SSRN

Abstracts from a few papers posted this month to the Social Science Research Newtork.

Hall, Thomas W. and Jörgensen, Fredrik A., Ownership and Performance in Europe (2012). Forthcoming, Review of Business. The authors consider the relationship between performance and ownership concentration in a large number of publicly traded and privately held companies located in smaller European economies (Austria, Belgium, Finland, Ireland, and Ukraine). Continue Reading →

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Proxy Access: A New Version for 2013

Update: This is a revised version of an earlier post this month. I’ve deleted that post because I don’t want anyone to mistakenly use the prior draft language. I’m hoping this language is a little tighter but always welcome reader suggestions.

Last month I hoped ISS would reconsider their analysis of our proxy access proposal at H&R Block (HRB-ProxyAccessProposal pdf), submitted by Kenneth Steiner. ISS had said our proposals “could undermine the efforts of larger, long-term shareholders whose interests might better reflect those of the broader shareholder base.” However, as I wrote in my September 10th post,

their logic appears flawed. Larger, longer-term shareowners would gain rights, not lose them, under the proposal… without Steiner’s proposal those larger, long-term shareholder have no right to proxy access. Additionally, the proposal does allow those larger, long-term shareowners to nominate 2 members of the board — the same number ISS appears eager to endorse. The smaller shareowners provided for in Option B can’t undermine larger, long-term shareholders, since they would file under Option A.

Nonetheless, they recommended against the proposal and it failed. We spent much of last spring trying to work proxy proposals though the SEC “no-action” process. It looks like it may take fall revisions to obtain endorsements from ISS and Glass Lewis. This post proposes a revised proxy access template, which would still create the possibility for retail shareowners to participate in proxy access nominations but also attempts to address concerns raise by proxy advisors and large institutional investors. Continue Reading →

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Boardroom Insider

How should your comp committee respond to the issue of conflicting pay numbers? Draw up the variant scenarios to see for yourselves how the “paydays” differ. In disclosing your proxy numbers, use the Compensation Disclosure & Analysis to make your case if it seems the disclosed pay level is not the same as realized pay (and prepare to defend any assumptions you use). Continue Reading →

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SVNACD Event: M&A Pitfalls for Directors

M&A activity is on the rise, and recent decisions by the Delaware Chancery Court make the stakes for directors higher than ever. The businesspersons and lawyers on this panel offered plenty of insights about the life-cycle of a current M&A transaction from initial market check to consummation and then follow-up litigation, pointing out the all-too-frequent pitfalls for directors. Continue Reading →

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Binders Full of Women & Corporate Governance

The domain name bindersfullofwomen.com was snapped up less than two minutes after the instantly viral phrase left Mitt Romney’s mouth last Tuesday night. The winner was American Bridge 21st Century, a Democratic super PAC. The group’s biggest funder is hedge fund billionaire George Soros, who made a $1 million donation earlier this year. (CNN, 10/17/2012) Will your CEO or board make the same gafe? Learn from Romney’s mistake. Continue Reading →

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Institutional Shareholder Services Opens Comment Period for 2013 Proxy Voting Policies

Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance solutions to the global financial community,  announced the opening of its annual comment period for its 2013 proxy voting policies. A critical component of ISS’ annual policy formulation process, the comment period allows institutional investors, corporate issuers, and governance market participants to provide feedback on ISS’ policy updates while they are still in draft stage. The comment period runs through October 31 and includes ISS’ U.S. and International policies. Continue Reading →

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