Archive | February, 2010

ICGN – June in Toronto

The world’s foremost leaders in corporate governance will gather in Toronto from 7 – 9 June 2010 at the International Corporate Governance Network’s annual global summit to focus on the evolution within the global capital markets and its impacts on corporate governance. Full details of the program and side meetings can be found at www.icgn.org/conferences. […]

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USPX to File Amicus Curiae Brief in Apache vs. Chevedden

Yesterday, Judge Lee Rosenthal of the Federal District Court in Houston issued an order  (ApacheOrder) granting the United States Proxy Exchange (USPX) leave to file an amicus curiae (friend of the court) brief in Apache vs. Chevedden. The USPX had petitioned the court for leave on February 16, stating in part: Amicus curiae filings are […]

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Top Resolutions for 2010

Pensions and Investments reports on the top shareowner resolutions in 2010 (Right to call meetings leads proxy-season proposals, P&I Daily, 2/18/10) A proposal seeking a right of shareholders to call a special meeting was the leading shareholder proposal filed for the 2010 proxy season as of Feb. 1, with votes pending at 51 companies, according […]

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SEC IAC Report

The following is a quick summary from Peter DeSimone, Director of Programs of the Social Investment Forum of what happened at the beginning portion of Securities and Exchange Commission’s Investor Advisory Committee (IAC) meeting today.   First, the IAC as a whole adopted a recusal policy (draft) that recognizes that each IAC member represents specific […]

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Canadian Pensions Fail to Provide Proxy Voting Direction

The Shareholder Association for Research and Education’s (SHARE) ninth annual Key Proxy Vote Survey found that a substantial proportion of investment managers (71%) say they vote most of their pension fund clients’ proxies at their own discretion, without instructions or guidance from their clients. “We saw a 10% decrease this year in the number of […]

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CorpGov Bites

“Bank of America persuaded the SEC to drop “proxy access” provision as they negotiated a $150 million settlement of a lawsuit tied to the takeover of Merrill Lynch & Co… The U.S. Chamber of Commerce, which represents more than 3 million companies, has said “activist shareholders” would use proxy access to hijack elections to pursue […]

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David vs Goliath

The 2-15-10 court brief from Apache includes the following statement: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’ ” That seems strange to me coming from a company with a $33 billion market cap. I know John Chevedden and he is no Warren Buffet, when it comes to […]

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Jobs

The Council of Institutional Investors is seeking a full-time analyst for an opening in Washington, DC. Duties largely consist of extensive investment and corporate governance research; and in-depth analysis of investor-related issues pending on Capitol Hill and at key regulatory bodies such as the Securities and Exchange Commission and Public Company Accounting Oversight Board, as […]

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CDV vs FAVE: More Proxy Voting Options (updated)

Frank G. Zarb, Jr., a Partner at Katten Muchin Rosenman LLP, and John Endean,  President of the American Business Conference, raise an important topic in a recent post to the HLS Forum on Corporate Governance and Financial Regulation (Restoring Balance in Proxy Voting: The Case For “Client Directed Voting,” 1/14/2010). Unfortunately, their solution would likely […]

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PRI Is Not Just PR

A new white paper, “Why the PRI Is Not Just PR,” is available as a free download from The Corporate Library’s website. The United Nations’ Principles for Responsible Investment (PRI), launched in 2006, have been endorsed by more than 670 asset owners, money managers, and investment service providers who have pledged to incorporate environmental, social, […]

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Firms Gone Dark: Another Reason to Abolish Street Name

Thanks to Jesse M. Fried for signing on to our draft petition to the SEC to abolish street name registration. (see also, Co-Filers Wanted on Petition to Eliminate Street Name Registration, 1/13/10 and Street Name Registration: An Antiquated Idea, HLS Forum on Corporate Governance and Financial Regulation, 1/30/2010) More important, Fried reminded us that moving […]

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CorpGov Bites

“In many ways, 2010 is the Foundation Proxy Season. By next year, the world will be changed. It is likely that both say-on-pay and proxy-access measures will be mandated. Directors will undoubtedly face greater scrutiny and more challenges than ever before. As a result of these impending challenges, boards must use the 2010 season to […]

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Proxy Voting Made Easy

David Bogoslaw, writing for BusinessWeek, notes new services like Moxy Vote—and upcoming regulatory changes—may boost the level of individual investors’ participation in shareholder voting. (Proxy Voting Made Easy, 2/10/2010) Our hope is that is also will allow shareowners to vote more intelligently by letting the see how others are voting and by providing abbreviated reasons. Shareowners […]

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Footnoted is now a part of Morningstar

For years I’ve been fascinated and sometimes shocked by the revelations of Michelle Leder on *footnoted.org. Yesterday, I held my breath when starting to read Morningstar acquires footnoted! While she wasn’t able to negotiate for keys to a corporate jet, or any of the other “perks” she frequently discusses in her posts, I as delighted […]

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Directors Forum 2010

First, a precautionary note about this post. These are strictly my impressions. There is no intention here to present juicy findings with regard to any corporation, fund, individual etc. My purpose is simply to help facilitate dialogue and understanding.  Keep this in mind as you read my notes, as well as the following. One of […]

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We Talk Long-Term Investing, but…

A study, Investment Horizons: Do Managers Do What They Say?, conducted by Mercer and funded by the not-for-profit IRRC Institute, examines the investment horizon of active equity investment managers, comparing various strategies, different geographies and styles between June 2006 and June 2009. Nearly two-thirds of institutional investor-focused investment strategies exceeded their expected turnover from June […]

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ProxyDemocracy Update

ProxyDemocracy.org shares our vision of empowered investors and of corporations that stay accountable to their owners.  They’ve got a new look to the site and sent out a note updating readers on the following: Get the latest information: ProxyDemocracy has changed its appearance — and is offering more information than ever. Visit our dynamic new […]

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CorpGov News Bites

Goldman Sachs Group Inc., trying to show it is responsive to public pressure over its pay, said Chairman and Chief Executive Lloyd Blankfein would get a $9 million bonus for 2009, a fraction of the $68.5 million payout he got in 2007. (Goldman Bows on CEO Pay, WSJ, 2/6/10) My heart bleeds for him but […]

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Lobbying Efforts Up: More Bills Coming

The 20 trade associations and companies that spent the most on lobbying increased their spending by more than 20% in 2009 to $507.7 million, up from $418.2 million a year earlier, according to a USA TODAY analysis of reports compiled by the non-partisan Center for Responsive Politics. The U.S. Chamber of Commerce led spending, pumping […]

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ShareOwners.org Organizes Around Citizens United

Shareowner organizations are working together to advance a three-pronged response to the last month’s U.S. Supreme Court decision providing much greater latitude to corporations making campaign contributions: Direct engagement of management at publicly traded companies, modeled on the work done by Bruce Freed at the Center for Political Accountability and a number of institutional shareholders, […]

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The New Normal

Stephen Barth & Joshua Agen argue our traditional market-based, capitalistic, macro-economic business environment may be entering a new era, dubbed the “new normal,” characterized by slower domestic economic growth; more government involvement in private business through increased regulation, taxation and direct intervention; a relatively weak dollar; long-term inflation risk; and overall increased business risk aversion. […]

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Citizens United May Unite Us

Bill De Blasio, a trustee of the New York City Employees’ Retirement System (NYCERS), says his office “will work with the investor community, particularly through entities like the Council of Institutional Investors, to build a national shareholder movement behind full corporate disclosure. But this is just the beginning. Going forward we will also seek to […]

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Delist, Relist

Noteworthy interview with Glenn Tyranski, Senior Vice President for Financial Compliance at the New York Stock Exchange.  Mr. Tyranski is a financial expert and is responsible for the financial reviews of prospective and existing listed companies. In this interview posted at BulletProofBlog, Mr. Tyranski discusses how compliance and financial oversight affect listed companies, the process […]

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Chamber Outspends RNC & DNC BEFORE Citizens United

“For the first time in recent history, the lobbying, grassroots and advertising budget of the U.S. Chamber of Commerce has surpassed the spending of the national committees of BOTH the Republican National Committee and Democratic National Committee,” begins The Corporations Already Outspend The Parties, the Atlantic, 2/1/10. And, of course, that is before the decision […]

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Disclosure Enhancements May Drive Resolutions

The Corporate Library’s free new report entitled “What To Expect During Proxy Season 2010,” states, “The SEC’s new ‘Proxy Disclosure Enhancements’ will likely dominate the coming season.” The report also anticipates increased scrutiny of executive compensation practices, and new disclosure requirements for compensation consultants. Finally, the report expects that publication of proxy voting outcomes will […]

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Of Alter Egos and Solicitations

Broc Romanek, of theCorporateCounsel.net has drawn the attention of his subscribers to an online solicitation by Physicians Committee for Responsible Medicine “to essentially “borrow” shares in an effort meet the eligibility requirements of the shareholder proposal rule and be able to submit shareholder proposals at 11 companies (and thus advance their own social agenda)? Pretty blatant […]

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