Archive | November, 2010

CorpGov.net WayBack Machine

Recently, we closed down the first fourteen years of posts on the Corpgov.net website and are currently in the very slow process of posting many of the old pages to the new blog. You can find these under the Pre-2010 tab at the top. Ten years ago at CorpGov.net a few highlights reported were as […]

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Bank Pay Worse?

According to a soon to be released report by The Corporate Library for CII, some financial firms actually rewarded executives after the crisis with “massive salary increases,” including four Wells Fargo & Co. officials who saw their base salary at least triple from 2008 to 2009, according to the report. Wells Fargo, Citigroup Inc. and […]

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How Corporate Governance Changed in 25 Years

Boards still prefer active CEOs as directors. The difference now is that boards are finding it difficult to recruit active CEOs for director spots. More than 50 percent of CEOs in the S&P 500 serve on no outside boards. Only 26 percent of new directors in 2010 are active CEOs, vs. 53 percent a decade […]

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Markets Learn

In new empirical research, Alma Cohen, Charles C.Y. Wang, and I show how stock markets have learned to price anti-takeover provisions. This learning by markets has important implications for both managements of publicly traded companies and their investors… while investors can no longer profit by basing their trading decisions on standard anti-takeover provisions, our findings […]

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Indian Conference Seeks Enforcement of Competition

The recent two day International Conference on Competition Law that concluded in New Delhi found that governments that work too close to big business protect old technology and prolong recession. In times of recession businesses plead for protective measures to cushion them from aggressive competition. Receding demand forces them to cut jobs and add to […]

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Corporate Governance Guidance for Unlisted Firms

The Institute of Directors (IoD) launched the first ever Corporate Governance Guidance and Principles for Unlisted Companies in the UK. Key Features of the Guidance and Principles: This briefing provides guidance for unlisted companies on the issues involved in designing an appropriate corporate governance framework. It also presents a set of governance principles that can […]

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Hong Kong Brokers Lose Two-Hour Lunch

Hong Kong Brokers to Lose Two-Hour Lunch as Exchange Extends Trading Times – Bloomberg, 11/22/2010. More than half the respondents to a separate survey by shareowner activist and former exchange director David Webb said they favored a one-hour break. Instead, the exchange’s board approved a switch to 90 minutes from March 7, and to one […]

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Evelyn Y. Davis Donation

The Seattle-based Swedish Medical Center announced it received an unrestricted $100,000 gift from nationally known shareholder advocate Evelyn Y. Davis and the Evelyn Y. Davis Foundation.  Since establishing her Foundation in 1989, Davis – who is from Washington, D.C. – has now made significant donations across the country to leading medical centers, nationally prominent universities, […]

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CorpGov Bites

ISS Issues 2011 Policy Updates – TheCorporateCounsel.net Blog, 11/22/2010. Broc Romanek provides highlights of ISS policy changes. Dan Harris provides readers with his recent speech on Emerging Market/China Outsourcing Issues, China Law Blog, 11/21/2010. Also interesting, The China Rich….Are Not Like Us?, 11/19/2010. Jones, Renee M., Will the SEC Survive Financial Regulatory Reform? (November 18, […]

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NACD Wants SEC to Back Off Say-on-Pay Provisions

In response to the SEC request for comment on say-on-pay rules, the National Association of Corporate Directors (NACD) issued formal concerns, cautioning against dependency on regular, yes-or-no votes. NACD’s opinions are grounded in its more than 30 years of proprietary research across a broad range of board leadership and corporate governance topics, insights expressed through […]

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Corruption Challenges India

Sonia Gandhi Acknowledges Corruption Problem In India « Sonia Jaspal’s RiskBoard. Mrs Sonia Gandhi, Congress President during her speech at Teen Murti House on the 10th Indira Gandhi Conference titled ”An Indian Social Democracy: Integrating Markets, Democracy and Social Justice,” acknowledged the problem of corruption and the moral challenges facing Indian society. “This is not a matter […]

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Video Friday: Estate Tax & Madisonian Democracy

Andrea Coombes of The Wall Street Journal MarketWatch blog talks estate tax with venture capitalist and tech company founder, Jerry Fiddler, in this video interview. Fiddler “consider[s] it a point of pride to be able to pay back into the public good…[not] a point of pain.” Noam Chomsky: A Critique of Madisonian Democracy – On […]

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Broadridge Smokes Their Own Dope

The rudimentary software Broadridge offers corporations for running virtual annual meetings disenfranchises shareowners. This was on display when Symantec Corp. hosted a virtual-only annual meeting with the software in September. It was again on display yesterday. There is an old saying that cautions “never smoke your own dope.” Broadridge didn’t heed that advice yesterday when […]

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CalPERS Expands Agent Disclosures

CalPERS expands agent disclosure policy – Sacramento Business, Housing Market News | Sacramento Bee, 11/18/2010. All contractors of $10,000 or higher will now be required to disclose whether they’re using agents, or middlemen, to secure pension fund business.

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Exchange Leverage

Stock exchanges can enhance corporate environmental, social and governance (ESG) disclosure and performance by applying ESG standards within IPO and ongoing listing rules, corporate governance codes, and by offering ESG-related traded products. A September 2010 paper by EIRIS, a global provider of ESG research, reviews the increasing role that stock exchanges play in enhancing corporate […]

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Harrington Asks Banks to Stem Illicit Transactions

Harrington Investments, Inc. (HII), a socially responsible investment advisory firm filed shareholder resolutions at Citigroup, Bank of America and JP Morgan Chase, calling for the adoption of principles to stem illicit financial transactions which is the result of government corruption and bribery, tax evasion, money laundering, illegal arms deals and the movement of money by […]

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How I Voted at Hain, Cisco & Accuray

I waited too long to vote on the MoxyVote.com platform. However, even waiting until the day before the meeting, I was still only able to get minimal advice. I hearty thanks goes out to CalSTRS and their cooperation with ProxyDemocracy.org. At least they had announced votes for Hain and Accuray as I cast my votes […]

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The Constitution in the Financial Crisis

The Stanford Constitutional Law Center’s fall conference addressed The Constitution in the Financial Crisis. The government response to the financial crisis raises a number of “constitutional” questions in a broad sense—basic questions about how the government is structured, what its role is, and how its decisionmaking power is allocated between branches and distributed over time. […]

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Bank Probes Being Conducted

U.S. Sets 50 Bank Probes – WSJ.com, 11/16/2010. The Federal Deposit Insurance Corp. is conducting about 50 criminal investigations of former executives, directors and employees at U.S. banks that have failed since the start of the financial crisis. Isn’t it about time. Yes, convictions for fraud-related charges will be hard to obtain but that should […]

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Law Feed

lawgents.com is a new blog feed… at least new to me. Nice to be able to scan news from multiple sources of your choice quickly. I see corpgov.net not on yet but requested addition, so expect it will be soon. Simple setup and use.

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2010 CEO Pay Survey

Corporate Governance Research Reports. A new report from The Corporate Library found that the value of CEO perquisites at S&P 500 firms declined by a median of 18% in 2009. Most notable was a clear drop in the number of CEOs who received tax gross-ups. The report titled, “The Corporate Library’s 2010 CEO Pay Survey,” […]

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DC Plans and Employee Input

The UK’s industry-led Investment Governance Group (IGG) recently published a best practice guidance for defined contribution (DC) pensions, which include six principles for DC schemes designed to encourage better investment governance and decision making by all stakeholders, including trustees, employers, advisers, providers, and members. As I glance at this guidance it makes me realize how […]

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Australia's Future Fund More Active

Responsible Investor (Australia’s Future Fund ups engagement and ESG integration, 11/10/2010) reports Fund “is planning more extensive direct engagement with investee firms – on top of taking greater account of environmental, social and governance (ESG) risks in its portfolio.” Already, the quickly growing fund voted against company boards at 13% of resolutions during 2009. It […]

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Staggered Boards Tend to Reduce Firm Value: More Evidence

Bebchuk, Lucian A., Cohen, Alma and Wang, Charles C. Y., Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (November 2010). Available at SSRN. Abstract follows: While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards’ either bringing about or merely being […]

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Resolutions Challenge Chamber Board Members on Political Expenditures

Investors recently announced filing of shareowner resolutions at several corporations with board members who also sit on the Board of the U.S. Chamber of Commerce, challenging these corporate boards to review their policies and oversight of political expenditures, especially through trade associations. The first filings are at Accenture, IBM, Pepsi and Pfizer. The filers believe […]

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Who Will Stand Up for the American Dream?

Frank Rich, citing Winner-Take-All Politics: How Washington Made the Rich Richer–and Turned Its Back on the Middle Class, concludes the growing divide between the superrich and the rest of us is the direct “result of specific policies, including tax policies, championed by Washington Democrats and Republicans alike as they conducted a bidding war for high-rolling […]

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CalPERS’ 3D Advisory Committee

Keith Bishop reports, CalPERS’ 3D Advisory Committee May Be Appointed Soon « California Corporate & Securities Law. I don’t know what the application process is or if it is by invitation only but Mr. Bishop would be an excellent addition to the Committee. Yes, a significant portion of the members should be drawn from those […]

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Video Friday: Diversity Rocks Stanford

Diversity On Corporate Boards: When Difference Makes A Difference: The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford. Speaker: The Honorable Luis Aguilar, Commissioner, United States Securities and Exchange Commission Speaker: Joseph A. Grundfest, W. A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Rock Center for Corporate Governance, […]

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