Archive | September, 2010

BRT & Chamber Sue Over Proxy Access

As expected, the U.S. Chamber of Commerce and Business Roundtable filed a legal challenge to the SEC’s proxy access rules requiring a corporation to include in its proxy materials director nominees put forward by a shareholder (or group of shareholders) who have owned three percent or more of company stock for at least three years. […]

Continue Reading ·

Eat Faster, or Be Eaten

The operators of HKEx want to extend their four-hour trading day by as much as 90 minutes. Currently, stock trading at 10 a.m. and runs until 4 p.m., interrupted by a two-hour lunch break. As this article in the WSJ points out (Hong Kong Exchange’s Plan Hits a Breakwall, 9/26/2010): Competitively, the exchange needs to […]

Continue Reading ·

ReformTheProxyVoteSystem.com

Transfer agents have launched ReformTheProxyVoteSystem.com. The site is designed to remove the “wall that’s preventing your company from gaining direct access to your shareholders” by urging shareowners to comment on the SEC’s proxy plumbing concept release. The comment period ends October 20. List of helpful resources. Among the most influential responders: the Shareholder Communications Coalition; […]

Continue Reading ·

1% Transaction Tax

Today, over 60% of all trading on Wall Street exchanges is done by computers – all programmed to compete to get the fastest execution of their trades at the best price.  Each trade generates a commission so the most trades make the most money.  The latest “innovation” is “high-frequency” or “flash” trading, where the computer […]

Continue Reading ·

Aftershock

Sebastian Mallaby reviews Robert Reich’s latest book, Aftershock: The Next Economy and America’s Future (Fairer Deal, NYTimes, 9/24/10). Reich argues that the stagnation of middle-class buying power has been a drag on growth in the American economy. At some point in the not-too-distant future, Reich warns, C.E.O.’s may find that limousines are being purposely scratched and […]

Continue Reading ·

Symantec Audio-Only Meeting Gets National Coverage

At last, there have been a couple of articles in the national press on the Symantec Corp. virtual-only meeting. First, Ross Kerber reported for Reuters, Shareholder meetings via Web mute dissident voices (9/24/2010) Kerber observed, Soon movies might be the only place to hear pointed outbursts from investors. This year more than a dozen companies […]

Continue Reading ·

Consulting Solicitation by CalPERS for Corporate Governance Analysis

CalPERS posted a new Consulting solicitation. Solicitation: 2010-5478 Global Equity General Consultant Services Spring-Fed Pool on 9/23/2010. Description: The California Public Employees’ Retirement System (CalPERS) seeks to establish a Global Equity General Consultant Services Spring-Fed pool to provide services, tools/technology, and data needs to the Investment Office (INVO), Global Equity Unit for a term of […]

Continue Reading ·

Video Friday: Niall Ferguson & “Wall Street” the Sequel

Niall Ferguson: Empires on the Edge of Chaos – via Fora.Tv- Throughout history the rise and fall of empires isn’t slow or cyclical, as we like to think, but arrhythmic…it mostly happens very, very suddenly. America is a superpower on the edge of chaos, according to economic historian and author Niall Ferguson. U.S. debt levels, […]

Continue Reading ·

NYSE-Sponsored “Commission on Corporate Governance” Outlines Key Governance Principles

NYSE Euronext (NYX) today released the final report of the NYSE–sponsored Commission on Corporate Governance.  The Commission on Corporate Governance, chaired by Larry W. Sonsini, Chairman of Wilson Sonsini Goodrich & Rosati, is a diverse and independent commission established in the fall of 2009 to examine core governance principles that could be widely supported by […]

Continue Reading ·

CorpGov Trends at Largest US Public Companies

2010 Corporate Governance of the Largest US Public Companies General Governance Practices (Shearman & Sterling LLP, pdf) The survey provides a wealth of data concerning board practices at the top 100 companies. A few highlights with a focus on issues of significance to shareowners: 82 have implemented some form of majority voting in uncontested director elections, […]

Continue Reading ·

CorpGov Bites

Lots of news I haven’t had time to fully digest but that I find interesting. Hat tip to SIF members for sending me several of these. Charade at Symantec (USPX) On September 20, 2010, Symantec Corporation set the pathetic precedent of being the first Fortune 500 company to hold a virtual-only annual meeting without shareowner-approved […]

Continue Reading ·

Protesting Symantec's All-Virtual Meeting

Steven Towns, writing for Seeking Alpha (Questioning Symantec’s ‘Virtual’ Shareholder Meetings, 9/20/2010) joined CII, CalSTRS, CalPERS, USPX and others in objecting to an all virtual meeting held buy Symantec. This follows up on Ted Allen’s September 16, 2010 article for RiskMetrics, Investors Object to Symantec’s Virtual Annual Meeting, my post of September 7, 2010 (also […]

Continue Reading ·

CalPERS Bonuses

The AP’s Cathy Bussewitz has done a very good job on a topic that I warned needed more attention. (AP Investigation: Calif. pension bonuses examined, 10/21/2010) CalPERS’ plunging value came as stock values tumbled around the world, the state’s economy suffered its worst decline in decades and basic state services faced severe budget cuts. Virtually […]

Continue Reading ·

What the HP Episodes Tell Us About Governance

The events following the dismissal of Mark Hurd at HP illustrate why I have so vehemently advocated introduction of a result orientation into governance law (Require Affirmative Proof in Specified Circumstances of “Too Big to Fail Companies” in Order to Meet the Business Judgment Rule). As we know, Hurd was dismissed in early August in […]

Continue Reading ·

SEC Access and Dodd-Frank Calendar

The SEC published Rule 14a-11 providing proxy access in the Federal Register (.pdf).  The rule is effective 60 days after being published in the Federal Register, or November 15, 2010. Any issuer whose one year anniversary for mailing date is prior to March 15, 2011 will not be subject to a proxy access campaign in 2011. (Hat […]

Continue Reading ·

Video Friday

Through PERSWatch.net, I had the distinct pleasure of sponsoring a second CalPERS Candidate Forum (the first was last year), thanks to co-sponsorship by the Sacramento Central Labor Council, facilitation by the League of Women Voters of Sacramento County, use of the CalSTRS Boardroom, video by CalPERS and cooperation from 2010 State Board Election candidate Inderjit […]

Continue Reading ·

Candidate Forum

Through PERSWatch.net, I had the distinct pleasure of sponsoring a second CalPERS Candidate Forum (the first was last year), thanks to co-sponsorship by the Sacramento Central Labor Council, facilitation by the League of Women Voters of Sacramento County, use of the CalSTRS Boardroom, video by CalPERS and cooperation from 2010 State Board Election candidate Inderjit […]

Continue Reading ·

Murninghan Post on Proxy Access

I’ve been tied up at a very delightful event put on by The Corporate Library, so haven’t had much time to post. However, I highly recommend Drawing Swords: The Battle Over Proxy Access for a quick overview of how proxy access is shaping up.

Continue Reading ·

CalPERS Gets Hotline

CalPERS announced two significant reforms designed to restore confidence in CalPERS and ethical conduct – the establishment of a Senior Level Enterprise Risk Management Office and  the launch of a new Ethics Helpline to identify fraud and waste. The CalPERS Board of Administration approved the new Office of Enterprise Risk Management to identify risks in […]

Continue Reading ·

Possible Reversal of Fortune for Bebchuk on Proxy Access

Pom Talk (New Proxy Rules Already Impacting Pending Litigation, 9/15/10) reports the SEC’s new proxy access rules, enacted on August 25, 2010 but not yet published in the Federal Register, have already found their way into court. Based on the rule changes adopted by the SEC, the Second Circuit recently remanded Bebchuk v. Elec. Arts, […]

Continue Reading ·

Help CorpGov.net Get Nominated

Each year, LexisNexis honors a select group of Business Law Blogs. I’m not sure how well CorpGov.net fits that category but we’ve been nominated and could use some publicity for our campaigns to end the practice of blank votes on proxies automatically going to management, ensure directors are increasingly dependent on shareowners (proxy access), move […]

Continue Reading ·

Lead Directors: 2nd Best or A Valuable Tool?

It’s common knowledge that separating the roles of CEO and Board Chairman (see Chairmen’s Forum) is considered by most the epitome of best practice, but is far from universal. In the wake of Sarbanes Oxley, many companies designated a genuinely independent director as a “lead director” to run meetings of non-management directors and represent independent […]

Continue Reading ·

Documenting Share Ownership to File Resolutions

Hoping to put an end to the efforts by certain executives to frustrate the ability of shareowners to submit proposals, I joined with John Chevedden and Glyn Holton in providing written advice to Meredith Cross, Director Division of Corporation Finance at the SEC, on a proposed staff legal bulletin interpreting Rule 14a-8(b)(2). Our letter explains […]

Continue Reading ·

Video Friday

Meredith Whitney, CEO of Meredith Whitney Advisory Group LLC. In 2007, she was the first financial analyst to predict major losses for Citigroup, one of the nation’s largest financial services companies. Program from Sunday, September 5, 2010. Q&A CSpan. Hat-tip to The Big Picture. The United States of Inequality: Introducing the Great Divergence by Timothy […]

Continue Reading ·

Routes to Becoming a Director

Toronto’s Globe & Mail ran one of the better articles I have seen on the subject (How to land a seat on a corporate board, 9/7/10). It seems the Institute of Corporate Directors has seen a 25% rise in executives enrolling in its director education program, a series of courses to prepare graduates for serving […]

Continue Reading ·

Powered by WordPress. Designed by WooThemes