Agency Capitalism: Corrective Measures (Part 2)

This is Part 2 of a post which started out reviewing the important thesis outlined in The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights by Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013). See Agency Capitalism: Corrective Measures Part 1 and Part 3. Current law encourages mindless indexing of portfolios and voting like lemmings to fulfill fiduciary duties. While Gilson and Gordon stressed the need for activist hedge funds, below I explore some additional options. Continue Reading →

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Agency Capitalism: Corrective Measures (Part 1)

In their recent paper, The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights, Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013) argue that proposed reforms to accelerate disclosure of equity positions and prohibit certain derivatives would discourage the vital role of activist shareowners. Below, I argue in support of their position and for additional measures to counterbalance the central problem of devalued governance rights. Continue Reading →

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Reasonable Compensation: We Propose a Role for Investors in Taking on the Income Inequality Challenge

The following is a guest post by Michelle de Cordova, Director, Corporate Engagement & Public Policy, NEI Investments. The article originally appeared on the NEI Investments website and is reproduced here with permission from both the author and the firm. NEI Investments (NEI) is a mutual fund company that “makes excellent, independent portfolio managers accessible to Canadian retail investors through two award-winning fund families: Northwest Funds and Ethical Funds.” It also has Canada’s largest team of in-house socially responsible investing specialists. Continue Reading →

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Whole Foods Markets: How I Voted – Proxy Score 69

Whole Foods Markets ($WFM) is one of the stocks in my portfolio. Their annual meeting is coming up on 3/15/2013. ProxyDemocracy.org had collected the votes of five funds when I checked on 3/3/2012, more were added later.  I voted with management 69% of the time.  View Proxy Statement. (Note to IR departments everywhere, including WFM, can’t we make all proxies indexed with hyperlinks? It would be so much easier to find the topics we’re looking for.) Continue Reading →

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Switch to TDAmeritrade and Contribute to Corporate Governance (CorpGov.net) at No Cost to You

TDAmeritrade is running a promotional where they pay current customers $50 to refer new customers. I feel like a high school kid knocking on doors selling candy so that I can go on a class trip to Washington but it really does take money to keep up this website and to report on various corporate governance events around the country. A few $50 “donations” would really help and switching to TDAmeritrade should work out for you… better than buying a box of candy. Continue Reading →

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Substantial Votes for Better Governance at Disney (DIS)

Yesterday, CalSTRS issued the following statement regarding its votes at the Walt Disney Company Annual Shareholder Meeting in Phoenix, Ariz. This statement is attributable to CalSTRS Director of Corporate Governance, Anne Sheehan.

CalSTRS, holder of more than five million shares of The Walt Disney Company stock, congratulates Disney on its most recent stock performance under the leadership of CEO Bob Iger. Disney has been an economic engine for California for decades and the legacy continues. As a shareholder, CalSTRS has benefitted from this performance. However, we see troubling governance structures emerging at Disney, which fail to protect the investment of our beneficiaries and ensure the company’s continued long-term success. Continue Reading →

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Database of "Creative Activism Case Studies"

I’m not endorsing their activities, I’m just passing on a press release from creative groups whose tactics are much more unconventional than mine. I think of them like The Onion, but with more of a social message… although I’m not very familiar with their work. I searched the term “shareholders” on Actipedia.org and came up with three cases; nothing under “corporate governance” or “proxy access,” so relevance may be thin for readers of Corporate Governance (CorpGov.net). Still, you never know what’s ahead without looking.

The Yes Lab and the Center for Artistic Activism are announcing the launch of Actipedia.org, Continue Reading →

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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 →

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Ground-Breaking Proxy Proposals Headed to Shareowner Vote

Climate Change Portfolio Exposure

Boston Common Asset Management has a proposal that will appear on the proxy of PNC Financial Services ($PNC) requesting that it report to shareowners on the greenhouse gas emissions resulting from its lending portfolio and its exposure to climate change risk in its lending, investing, and financing activities. Watch for your proxy. The annual meeting will be held on April 23, 2012. According to the proposal, Continue Reading →

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Position Available: Executive Director of Lowell Milken Institute at UCLA

The UCLA School of Law is seeking a highly talented, experienced individual to be the Executive Director of the Lowell Milken Institute for Business Law and Policy at UCLA School of Law to start July 1, 2013.  The Institute’s mission is to bring world class policy analysis, research and educational opportunities in business law and policy to UCLA, the broader community of Southern California, the nation and the world. Continue Reading →

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AFL-CIO Key Votes Survey Results for 2012

Vanguard, Northern Trust, BlackRock and Fidelity scored the lowest among researched funds in supporting AFL-CIO endorsed proxy issues in 2012, according to their 2012 Key Votes Survey. Calvert, Amalgamated Bank, McMorgan and Bridgeway scored the highest.

On proxy-voting issues at 32 companies the AFL-CIO considers representative of a “worker-owner view of value that emphasizes management accountability and good corporate governance,” Vanguard voted against all 32 proposals; Northern Trust, 28 out of 29; BlackRock, 30 out of 32; and Fidelity, 28 out of 30. Continue Reading →

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Environmental and Social Shareowner Proposals Gain Traction

Key Characteristics of Prominent Shareholder-sponsored Proposals on Environmental and Social Topics, 2005-2011, released by the IRRC Institute (IRRCi) and researched by Ernst & Young LLP finds environmental and social (E+S) shareowner proposals are gaining increased support from investors at US companies. Download the report, presentation, press release and even replay the webinar from IRRCi’s website. Continue Reading →

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