Empty Voting: Empty Promises

Jay M. Hoffman and Melissa Ghislanzoni of Miller Thomson in Toronto recently posted Empty Voting – Waiting for a Regulatory Response. While focused on Canada, the post applies equally to the US. The recent Telus decision of the British Columbia Court of Appeal “appears to signal a green light for the continuation of empty voting, at least until a regulatory response is implemented.” That case involved Mason Capital Management LLC, a US hedge fund. The Court found no violation of law, “to the extent that cases of ‘empty voting’ are subverting the goals of shareholder democracy, the remedy must lie in legislative and regulatory change.” Continue Reading →

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Division of Corporation Finance Director Meredith Cross to Leave SEC

Washington, D.C., Dec. 4, 2012 — The Securities and Exchange Commission today announced that Meredith B. Cross, Director of the Division of Corporation Finance, will leave the SEC at the end of the year to return to the private sector.

Ms. Cross has served as the Division’s Director since June 2009. She joined Chairman Mary Schapiro’s senior leadership team in the wake of the financial crisis and played a key role in the Chairman’s initiatives to rebuild the agency’s credibility, improve overall operations at the SEC, and build a more resilient, integrated program designed to foresee and reduce the likelihood of future crises in the securities markets. Continue Reading →

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Board Portals: Some Considerations

Guest post: Kristina Veaco, corporate governance consultant, Veaco Group.  

Electronic delivery of board materials has been around for several years, in part because of the savings it offers in terms of time spent preparing physical board books, the quantities of paper and binders, and the inevitable security issues tied to physical delivery of sensitive board materials.  The adoption and acceptance of electronic delivery of board materials increased significantly with the advent of tablets such as the iPad. Continue Reading →

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ISS Seeks Research Analyst

Research Analyst – Environmental & Social Issues Proxy Research based in Rockville, Maryland.

Institutional Shareholder Services, an MSCI business, seeks to hire a full-time, permanent analyst to join its environmental and social proxy issues research team in Rockville, MD. The primary duties and responsibilities of the position are to conduct research, write reports, and make recommendations on environmental and social issue shareholder proposals that will be voted on at the annual shareholder meetings of publicly traded U.S. companies. Continue Reading →

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Video Friday: Women on Boards & Glass Ceilings

A range of videos on the subject. The most recent EU proposal sets out a 40% “objective,” with unspecified sanctions against companies flouting the rules. The proposals would require companies to have clear, gender-neutral criteria for choosing non-executive directors and that if candidates are found to be equally qualified, then preference should be given to women. As long as companies have suitable systems in place, it appears they will not be penalized if they do not manage to meet the 40% level by 2020.  (EU defends women-on-boards plans, BBC, 11/14/2012) Continue Reading →

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CalPERS Seeks Global Governance Investment Officers

Job Announcement: As the nation’s largest public pension fund, managing assets of $240 billion as of November 13, 2012, the California Public Employees’ Retirement System (CalPERS) is committed to a diverse work environment and culture centered on core values of quality, respect, integrity, openness, communication, balance, and accountability. We’re looking for talented, enthusiastic people who share these same values. Continue Reading →

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Elisse Walter to Head SEC

Elisse Walter

Obama chose SEC official Elisse Walter to lead agency after Mary Schapiro announced she is stepping down.  Walter is a Democrat on the SEC’s five-member panel. Her term expired June 5, 2012, but a commissioner can stay on for an additional 18 months if not reconfirmed or replaced before then–in her case December 2013. Obama expressed his “deep gratitude” to Schapiro for taking the job in 2009. Obama said in a statement,

I am also pleased to designate Elisse Walter as SEC Chairman after Mary’s departure. I’m confident that Elisse’s years of experience will serve her well in her new position, and I’m grateful she has agreed to help lead the agency. Continue Reading →

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Video Friday: Replace the Goldman Sachs Muppets

Goldman Sachs has come under fire for placing its interests above those of clients, lack of transparency and insensitivity  regarding its compensation practices. Goldman has been the target of numerous investigations, enforcement actions and private litigation. Key governance flaws include executive compensation and business practices that create financial and reputational risks. Continue Reading →

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Platforms and Vehicles for Institutional Co-­Investing

A growing number of institutional investors, persistent in their desire to disintermediate and align interests with asset managers, are turning away from Wall Street and are instead looking to one another for assistance. These direct investors are hoping to overcome the loss of agglomeration economies embedded within traditional financial centers by leveraging a new set of network economies through collaboration and co-investment. Continue Reading →

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