Review: Shareholder Activism as a Corrective Mechanism in Corporate Governance

Paul Rose

Paul Rose

Bernard Sharfman

Bernard Sharfman

Rose, Paul and Sharfman, Bernard S., Shareholder Activism as a Corrective Mechanism in Corporate Governance (September 11, 2013). Ohio State Public Law Working Paper No. 225. Available at SSRN.

Type: Theoretical

Research Issue: How can activism be utilized to allow corporate decision making to be executed in the most efficient manner? Continue Reading →

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Video Friday: Delaware Law Issues Update

CorporateSecretariesThe Society of Corporate Secretaries & Governance Professionals and The John L. Weinberg Center for Corporate Governance at the University of Delaware are pleased to announce a new conference focused on Delaware corporate law issues essential to corporate secretaries, in-house and outside counsel. The conference will be held at the University of Delaware in Newark, Delaware on Wednesday, November 20, 2013 through noon on Thursday, November 21.WeinbergCtr

Registration. Sponsorship Opportunities.

In this interview, Charles Elson previews a program on Delaware legal issues to be held at the University of Delaware November 20-21. Elson is Director of the University’s Continue Reading →

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Good Reads in Corporate Governance: Quarterlies & More

DBAR-2013-cvr-tocThe Annual Report 2013” from Directors & Boards has lots of great articles, as always, but my favorite in the current issue is James Kristie’s The Year in Review

“It was a full agenda for activists, regulators, and reformers — and the boards that had to react to them. A month-by-month timeline of year 2012 and the people, companies, organizations, initiatives and events that kept corporate governance in the headlines.” Continue Reading →

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Good Reads in Corporate Governance: Redefining Materiality II

MarcyMurninghan

Marcy Murninghan

RedefiningMaterialityIIAccountAbility has released a comprehensive report examining the growing importance of non-financial factors on corporate performance, disclosure, and valuation. Redefining Materiality II by Marcy Murninghan was developed in response to accelerating acceptance that non-financial materiality is an influential factor in corporate valuation.

As part of a new series of publications on materiality, the report describes the landscape of various global materiality initiatives and provides a framework for corporate leaders and boards to enhance the definition and management of non-financial materiality. Continue Reading →

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2013 Millstein Forum: Deconstruction of SIFIs and Capital Allocation

IraMillstein

Ira Millstein

Deconstruction of SIFIsThe following are cryptic notes and a few photos taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery for more photos, agenda, notes, etc.

Moderator: Ira M. Millstein, Chair, Center for Global Markets and Corporate Ownership at the Columbia Law School; Counsel, Systemic Risk Council; Senior Partner, Weil, Gotshal & Manges. Panelists were as follows: Continue Reading →

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2013 Millstein Forum: Managing Risk for Diverse Ownership

ManagingRiskPanel

Managing Risk Panel

The following are cryptic notes and a few photos taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery with links to other materials as well.

Moderator:  Peggy Foran, Chief Governance Officer, VP and Corporate Secretary at Prudential Financial, substituted for Holly J. Gregory, Partner, Weil, Gotshal & Manges LLP. Panelists included: Continue Reading →

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2013 Millstein Forum: New Communication Tech – Help or Hinderance?

Communication Technology Panel

The following are cryptic notes and a few photos taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery with links to other materials as well.

For the panel on social media the moderator was John A. Seethoff, Vice President and Deputy General Counsel, Assistant Secretary, Microsoft Corporation. (Wow, check out the interviews with each board member on Microsoft’s website. I’m impressed!) Continue Reading →

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2013 Millstein Forum – Keynote Speaker: Sheila Bair

Sheila Bair

Sheila Bair

The following are cryptic notes and a photo taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery. I was probably paying more attention to my table-mates than the speaker but decided to post my note and an extensive interview conducted by Bill Moyers.

BofA wasn’t required to take over Countrywide. Regional banks performed better. People need to ask questions. Boards need to understand risks. Key problem was leverage. Borrowing $30 for every $1 of equity. International standard for  leverage was 3%, now going to 6%. FDIC will take control of the holding company and will support the banks through default. Recapitalize from bond. Need to make sure there is plenty of secured(?) debt at holding company. Set debt requirements to give us better market discipline. Bond holders will put on more pressure. Continue Reading →

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