The inveterate Timothy Smith, Director of Environmental Social and Governance Shareowner Engagement at Walden Asset Management recently wrote (download pdf) to Margaret (Peggy) Foran who chairs the Board Governance Committee at Occidental Petroleum Corporation (Oxy), asking them to review their vote counting bylaws and practices prior to their May 2nd AGM. Continue Reading →
The deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B.
The largest shareowners at Citi, Vanguard and SSgA have never initiated an activist campaign but they might vote for candidates put forward by other investors. Public pensions are more likely to take the activist role and nominate candidates. The four largest public pension funds combined — CalPERS (35%), New York State Common (0.33%), CalSTRS (0.18%), and Florida SBA (0.17%) — would barely hold enough shares to nominate three board members directors under my proposal. Continue Reading →
Guest Post by Nicole Jasso Lopez, corporate lawyer and President at Jurify.com, discussing how Jurify presents corporate governance resources and keeps you up-to-date on developments.
Jurify’s mission is to make sense of the law at a time when much information is free but navigating it is becoming increasingly difficult and time-consuming. And corporate governance is a particularly challenging area to navigate. It is a patchwork of trends, best practices, successes and missteps supported and directed by a framework of federal and state law and rules of self-regulatory organizations, like the NYSE and Nasdaq. Continue Reading →
The Securities and Exchange Commission is seeking comment on a recommendation by its Investor Advisory Committee (IAC) regarding disclosure by target date mutual funds. Additionally, the IAC has announced an agenda for their next meeting on April 10th beginning at 10:00 a.m. (EST), which includes remarks from Commissioners, the new Investor Advocate and a recommendation from the Investor as Purchaser Subcommittee regarding crowdfunding regulations. Public portions are webcast. Continue Reading →
The SEC misses 85% of fraud. GMI’s model is designed to identify fraud in advance. I’d love to see funds using this system to modify their indexes. If many do so, it could be one of the biggest tools in improving corporate governance. Continue Reading →
Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development. He is keen to open up the site to corporate governance analysts & corporate governance research. Mike kindly gave permission to reproduce the interview on CorpGov.net. Continue Reading →
Brocade Communications Systems, Inc. $BRCD, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/8/2014. ProxyDemocracy.org was down when I checked and voted on 4/2/2014. I voted with management 92% of the time. View Proxy Statement. Continue Reading →
In a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance.
Gallagher opened his attack by stating,
Activist investors and corporate gadflies have used these loose rules to hijack the shareholder proposal system. Continue Reading →
To exhort listed companies and their top executives to follow ‘good business practices’, regulator Sebi cleared new corporate governance norms that require them to justify CEO salaries, put in place whistle-blower policies and have orderly succession plans. Continue Reading →
I joined for what was billed as a ‘fireside chat’ style presentation featuring Anne Simpson of CalPERS, Ralph Whitworth of Relational Investors, LLC, and Katherine Rabin of Glass, Lewis & Co., who will address the hot topics of this year’s proxy season. “Bring your burning questions and get the opinions of these experts.” Continue Reading →
A passionate, visionary founder has the start-up organized and funded and captured first customers, but does not have the experience (or skill set) to scale the company to a liquidity event. The need to move the founder from CEO to an executive technical position or “just” a member of the board and an investor is more the rule than the exception in Silicon Valley. Unfortunately, this transition is often badly handled, turning the founder from a major asset to a bruised critic at best, and a passive aggressive saboteur of the CEO at worst. This program will focus on the planning and execution that can make this transition a positive one for all stakeholders. Continue Reading →
It is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: Continue Reading →
Broc Romanek‘s CorporateAffairs.tv has started with a bang and plenty of early content in the form of brief videos that even those of us with attention deficit disorder can watch without missing a beat. Some in the ‘entertainment’ category are not so much for me. Still, it is great to see Broc and friends having fun. We’re too often in jobs or situations where there is far too little of that.
Thanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our proposal failed to comply with SEC Rule 14a-8 requirements for submitting a proposal.
In the briefest decision yet, Judge William J. Martinez, United States District of Colorado, issued the following on March 14, 2014: Continue Reading →