Tag Archives | democracy

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 →

Continue Reading · 0

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 →

Continue Reading · 0

Review: Corporation Nation

Corporation Nation (Haney Foundation Series) by Robert E. Wright  delves into the history of the corporation, particularly in pre-Civil War United States (the antebellum period). Like the earlier reviewed Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850, Corporation Nation addresses central issues such as agency theory, democracy and public interest through the lens of history.

Despite protests that corporations were potentially corrupting, U.S. state governments early on combined to charter more corporations per capita than any other nation—including Britain—effectively making the United States a “corporation nation.” Robert E. Wright traces the shift in corporate governance from relatively self-governing business republics to the much more regulated entities we are familiar with today. Continue Reading →

Continue Reading · 0

Cisco: How Our Proxy Competition Would Work – The Short Version

ciscoVoteAfter posting Cisco Systems: Prime Target For Proxy Advisor CompetitionCisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of the reasons behind the proposal. More resources and more competition could make for better voting at Cisco for all shareowners.

I keep getting the same fundamental question. How would it work in practice? Here’s what I tell them.  Continue Reading →

Continue Reading · 0

John Chevedden: “Economy Class” Investor Activist

JohnChevedden

John Chevedden

It was great to see Ross Kerber’s “Special Report” yesterday in the Baltimore Sun and other Reuters outlets entitled Economy-class activist investor crashes the corporate party. While Carl Icahn and Dan Loeb have the money that brings ready attention, it is good to see the spotlight shine on this “small” retail shareowner who has both filed and won more proposals than any individual or institution in history.

Chevedden’s wealth may be small in comparison to well-publicized activists but the scope of his tactics is huge. While the rich grab headlines when they buy 10% of a large company and demand stock buybacks, John Chevedden has been working almost below the surface with $2,000 – $3,000 investments. He’s been winning what I view as more significant long-lasting reforms like getting rid of poison pills, eliminating supermajority requirements, having all directors stand for a vote each year, limiting pay abuses, separating CEO and chair positions, etc. I ran a quick report using SharkRepellent.net and came up with a list of 430 proposals, not counting others, such as my own, which he has generously assisted with and I didn’t go back very far. See the list at the bottom of this post. Continue Reading →

Continue Reading · 0

Dissident Directors and Proxy Access: Best Defense May Be the Same

Directors&Boards3rdQtr2013coversilver-apple-logo-apple-pictureI have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my desk is the latest issue of Directors&Boards with the following sentence in huge type on the cover: Should You Serve on an Activist’s Slate?

That looks a lot more interesting. Apple can wait. Won’t it be nice, I think, when boards welcome proxy access, the new ideas and candidates that are likely to follow? Let’s see what they have to say at Directors&Boards. Continue Reading →

Continue Reading · 0

Two+ Calls for Papers – Towards Sustainable Re-embedding & Civil Society

EMRThe next European Academy of Management conference will take place in Valencia (Spain) between the 4th and the 7th of June 2014. The conference will be held at the Valencia Conference Centre and the Faculty of Economics of University of Valencia. The theme of the conference, Waves and Winds of Strategic Leadership for Sustainable Competitiveness, is aimed to open an interesting and fruitful dialogue about how management research and education can contribute to the enhancement of new waves and winds of strategic leadership that will stimulate a balanced and sustainable view of competitiveness in our societies. Continue Reading →

Continue Reading · 0

Video Friday: Rethinking the structure of corporations, Michael Yaziji

imagesMajor corporations are very good at maximizing revenue capture for their owners — but they do so by externalizing costs to society. This drives many of the fundamental problems we currently face, from environmental degradation to economic inequality. IMD Professor Michael Yaziji discusses limitations to the three current solutions to this root challenge: the free market, regulation and socialization. He also proposes a new fourth solution that deconstructs the concept of capitalism to maximize the benefits of market competition and minimize the societal impact of current systems: changing company ownership and governance structures to internalize the interests, and so create value for all stakeholders. Continue Reading →

Continue Reading · 0

QVB vs Proxy Exchange: Buy Votes or Assign Them?

VoteBuyingThanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take:

Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders who are too lazy to vote or too ill-informed when they vote as noted in their study. So the essence of their idea is to force shareholders to buy votes so that only “interested” parties have a right to vote – owning shares would only provide a shareholder with a right to profits… Continue Reading →

Continue Reading · 0

Review Essay: Citizens DisUnited

Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream both delights and informs as only Robert A.G. Monks can. No one else writes so well about topics like “How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine” and those in the current volume because no one else has been as engaged in corporate governance as Monks with such depth from so many angles.

A serial entrepreneur, public official, director, prolific author and long-time agitator, his lifework has been delineating the underlying dynamics of corporate power and devising system that integrate wealth creation with the interests of society. Citizens DisUnited is a clear call to action. I hope my review advances that call by emphasizing the need for every investor, every citizen to get involved. Continue Reading →

Continue Reading · 0

Review: Governance, Democracy and Sustainable Development

The subtitle of the book edited by James Meadowcroft, Oluf Langhelle and Audun Ruud is Governance, Moving Beyond the Impasse. Progress on important issues such as climate change, biodiversity, sustainable management of lands and oceans is blocked. The book’s essays, by some of the world’s leading thinkers, explore how we got here and how we might move beyond the current impasse. Although there is some discussion of accumulation, commodification, profit motive, greed, and corporate governance, more focus on those areas is needed to make more substantial progress. Continue Reading →

Continue Reading · 0

Take Action: Write to Chevron to Protect Shareowner Rights

Chevron’s subpoena of e-mails in this case goes well beyond the individual players and is a threat to the communication rights of all shareowners. Action: Please take 60 seconds right now to send a message similar to the following to Chevron:

I write to protest Chevron’s subpoena seeking emails and communications from Trillium Asset Management and Simon Billenness to hundreds of organizations, investors and individuals active in challenging Chevron on its oil pollution crisis in Ecuador.

Your action is without precedent. Never before have shareowners faced such a legal challenge for merely communicating with each other. This is a brazen attack on shareholder rights. I urge you to reconsider your position and withdraw your subpoena.

I share the following from the Needmor Fund and Zevin Asset Management on behalf of everyone who is concerned with the rights of shareowners and the rights of people: Continue Reading →

Continue Reading · 0

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 →

Continue Reading · 0

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 →

Continue Reading · 0

Proxy Access Moves Forward: Forest Labs, Medtronic & H&R Block

The cartoon at left accompanied an article entitled Where are the funds? (Pensions & Investments, 3/5/2012) P&I lamented, “instead of sitting on the sidelines, activist investors should take advantage of the opportunity to file access proposals… proxy access proponents must be adventurous.” We are going to use the key; adventure is on the way.

As I mentioned in my post 2012 Proxy Access Efforts (July 10), Ken Steiner’s proxy access proposals will be voted on at the Forest Labs (FRX) annual meeting, scheduled for August 15th and the Medtronic (MDT) meeting, scheduled for August 23rd. Word came last week; the SEC also refused to grant a no-action letter to H&R Block (HRB), so Steiner’s USPX designed proposal will also be voted on at their meeting on September 13th. Continue Reading →

Continue Reading · 2

Book Review: Owning Our Future

Marjorie Kelly is the rarest of authors, discussing some of the most difficult problems we face but doing so through an easily understood narrative of her own search for answers that is bound to draw in readers from a wide variety of backgrounds. Her analysis is insightful and the recommendations contained in Owning Our Future: The Emerging Ownership Revolution should strike a chord with most, regardless of their political persuasion. We all want a better future for our children. Kelly is pointing in the right direction to make that happen. Continue Reading →

Continue Reading · 0

Review: The Shareholder Value Myth

Like the Economics of Good and Evil by Tomas Sedlacek, Lynn Stout’s The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public is an exploration into the history and sociology of knowledge. While Sedlacek ambitiously tackles several myths at the core of economics, Stout focuses laserlike on the misconception that corporations are required to “maximize shareholder value.” Continue Reading →

Continue Reading · 1

Review: Shareholder Democracies?

Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in Continue Reading →

Continue Reading ·

Audio Friday: Federalist Society Panel on Proxy Access – Special Bonus re Bain Capital

Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank to promulgate Rule 14a-11 requiring public companies to include in their proxy statements director nominations proposed by Continue Reading →

Continue Reading ·

Proxy Access Proposals Challenged: Starting to Post Responses

ISS reported that Textron filed a Dec. 23 no-action petition with the SEC to omit a shareowner proposal from Ken Steiner that seeks proxy access using the model proposal developed by USPX.

This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple proposals, is “impermissibly Continue Reading →

Continue Reading ·

Trillium & Green Century Mark Citizens United Anniversary With Resolutions Urging Halt to Political Donations

On the 2nd anniversary of the Citizens United Supreme Court decision, two investment firms announce that they have filed shareholder resolutions at three companies, Bank of America, 3M & Target Corporation, urging them to refrain from making political donations in the future. This is the first time institutional shareholders have Continue Reading →

Continue Reading ·

CII Contract with Equilar a Positive Step But More Needed to Address Pay Issue

Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release:

By combining an innovative market-based algorithm to identify peer companies with a realizable pay methodology using long Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by Woo Themes