Archive | January, 2011

Law Professors Submit Amicus Brief in Proxy Access

A group of 36 law professors — including Harvard Law School Professors Victor Brudney and John Coates — joined an amicus brief responding to the arguments advanced by plaintiffs in the case (Business Roundtable and Chamber Of Commerce v. SEC). As the brief notes, the law professors do not hold the same views on the […]

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CII Files Brief Supporting SEC Proxy Access Rule

The Council of Institutional Investors filed a brief strongly supporting the Securities and Exchange Commission’s (SEC) “proxy access” rule, rebutting claims of business groups seeking to overturn the rule. The Council’s CII TIAA-CREF et al amicus brief 01-27-11, filed with TIAA-CREF and 14 other pension funds, was submitted January 27 in the U.S. Court of […]

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Investors Challenge Companies with Chamber Directors

Many investors have been deeply concerned over a number of actions by the U.S. Chamber of Commerce, particularly lobbying and actions that undercut environmental and sustainability initiatives that are supported by numerous forward looking companies. Yet many of these same companies sit on the Board of the Chamber and participate in making and supporting their […]

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Shareowners Speak Louder in 2011

Passive or apathetic investors, take vote [note] : Now your votes  have actually begun to mean something. More so than ever, shareholders can truly feel like they’re part owners of public companies. That makes now the perfect time for a push for better corporate governance policies. As it turns out, large institutional shareholders are striking […]

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FTSE 100 Companies Tweet

TWITTER is the most popular social media service among FTSE 100 companies while Facebook and corporate blogs are least popular, a survey by UK-based corporate web development firm The Group has found. (Twitter most popular with FTSE 100 companies | IR Web Report, 1/28/2011)

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CalPERS Election and Candidate Forum April 26

As we have during the last two CalPERS elections, PERSWatch will sponsor a candidate forum so that members and the general public can meet and ask questions of the candidates. The forum for the Member-At-Large candidates will be held on April 26, 2010 from 6:00 p.m. – 8:00 p.m. in the CalPERS auditorium at 400 P […]

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Financial Crisis Inquiry Commission Releases Report

Download the report in full or by section. Analysis of the report is just starting to come out. I probably won’t have a chance to read it for quite some time but others are beginning to analyze: A deeply divided U.S. investigative panel issued a scathing critique of the culture of deregulation championed by Former […]

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Do the Opposite

I’m old enough to remember the Seinfeld episode where George does the opposite. Finally, after realizing his every instinct in life has been wrong, George Castanza resoles to do the opposite and things finally begin to turn around for him. A similar strategy, contrarian investing, can work for investors as well. A recent edition of […]

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Shareholders Can End Political Ad Secrecy

This month marks the first anniversary of the landmark Supreme Court Citizens United decision striking down restrictions on independent political spending by corporations and unions. But heated national debate continues. Major controversy has erupted over independent or third party organizations channeling secret donations into the elections. President Obama strongly criticized the decision, stating that it […]

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Financial Crisis Inquiry Commission Release Forthcoming

The Financial Crisis Inquiry Commission will deliver its report on the causes of the financial crisis, which has devastated our economy and so many families, on January 27 to the President, Congress and the American people. The report will contain facts and evidence from the Commission’s more than year-long investigation – including 19 days of public hearings, an analysis […]

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Belgian Companies to "Comply or Explain" Re Women on Boards

The Belgian Corporate Governance Commission (CGC) has implemented gender diversity into its governance code on a ‘comply or explain’ basis. Listed companies are encouraged to increase the number of women serving boards to at least 30% within seven years. The Confederation of British Industry sent a similar request last year in its submission to Lord Davies’ […]

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Vermont State Senator Seeks to Redefine Persons as Human Beings

Vermont, state senator Virginia Lyons introduced a bill to seek an amendment to the US Constitution providing that corporations are not persons. The movement is in reaction to the Supreme Court’s  Citizens United decision, which allows unlimited corporate spending in elections as a form of “free speech” for the corporate “person.” According to dissenting Justice […]

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Shareowner Rights By Country

Shareowner Rights across the Markets: A Manual for Investors from the CFA Institute compares the rights of shareowners in 10 developed markets and 12 emerging markets in both brief tabular form and through detailed explanation. Each report summarizes current practices, recent developments, legal and regulatory frameworks by jurisdiction, as well as providing helpful references to […]

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Personal Finance on a Napkin

In a continuing series of back-of-the-napkin drawings and posts on the Bucks blog Carl Richards, a financial planner, has been explaining the basics of money through simple graphs and diagrams. Here, the NYTimes bring them to you all in one place. (The Sketchpad: Personal Finance on a Napkin – Interactive Feature – NYTimes.com)

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Responsible Investor: Manifest to Enter US Market; UN Global Compact Gets Tough

UK-based proxy voting and research firm Manifest Information Services, which numbers the Swedish AP buffer funds among its clients, is planning to enter US market. Manifest, whose US partner Proxy Governance International (PGI) withdrew from the market late last year, will begin marketing in the US shortly, said Chief Executive Sarah Wilson. Manifest’s move comes […]

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"Low-Cost" Activism More Effective Since Enron

Ferri, Fabrizio, ‘Low Cost’ Shareholder Activism: A Review of the Evidence (December 1, 2010). Research Handbook on the Economics of Corporate Law, Claire Hill & Brett McDonnell, eds., Elgar Publishers, Forthcoming. Available at SSRN.  Ferria looks at studies of shareholder proposals filed under Rule 14a-8 and shareholder votes on uncontested director elections. He finds that “collectively, these studies suggest that low-cost activism has […]

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Intuit's Annual Meeting

Mathew Rafat attended Intuit’s (INTU) annual shareowner meeting on January 19, 2011. He is the only shareowner I know of who regularly reports on what goes on at the annual meetings he attends. In this post he doesn’t discuss proxy issues or resolutions, so I presume there was nothing of note. Still, if you’re a […]

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SEC Proxy Access Response

In its Jan. 19 brief, the SEC disputes all the charges made by the Chamber of Business Roundtable. Gary Larkin does an excellent job of  spelling out the charges made in the suit and showing how the SEC answered each.  (SEC Answers Proxy Access Suit Charges; Court Date Set for April 7 | Governance Center […]

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Wal-Mart Gives New Meaning to Fat City

Yes, those of you who follow my disclosures may have noted that I recently added Wal-Mart. Yes, I bought it because Wal-Mart has because they have been going greener and because of the recent news that Wal-Mart Pledges to Promote Healthier Foods, WSJ, 1/20/2011. Then I read “researchers found that one new Walmart supercentre per […]

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ProxyMonitor.org: Database of Shareowner Proposals

The Manhattan Institute for Policy Research’s Center for Legal Policy, a conservative, market-orientated think tank, launched a new proxy monitoring resource: ProxyMonitor.org. This searchable database of shareowner proposals at the 100 largest U.S. companies over the past three years could be a valuable resource for management and shareowner activists alike. Sort through the data by […]

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Compensation Committees Should Include Employee or Shareowner Representatives

The membership of remuneration committees should be widened to allow employee or shareholder representatives to participate in order to make their operation more effective and facilitate pay restraint, according to Europe’s largest independent proxy agency PIRC. In its submission to the Department of Business, Innovation and Skills (BIS) consultation on short-termism, PIRC argues that encouraging […]

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"Say on Pay" to be Annual

I believe ISS/Risk Metrics created a policy on the Frequency of Advisory Vote on Executive Compensation (Management “Say on Pay”), a new proxy item required under The Dodd-Frank Wall Street Reform and Consumer Protection Act. Their Recommendation: Vote FOR annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder […]

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KBR Channels Apache: Chevedden Sued Again

It’s a case of legal déjà vu for John Chevedden. The retired aerospace worker and shareholder activist is once again facing a legal challenge in his attempt to submit a proposal to shareholders of a public company. This time, it’s KBR. Last year, Chevedden was sued by Apache Corp., which rejected his shareholder proposal because […]

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Video Friday: Opalesque Interview with Phil Goldstein and Andy Dakos

In this Opalesque TV interview, they sit down with shareowner activists Phil Goldstein and Andy Dakos, fellow principal of Bulldog Investors, to discuss the roots of the Bulldog and Opportunity Partners. Learn about: Phil Goldstein: Transition from civil engineer to legendary “value investor” Foundation of Bulldog Investors How do you define yourselves as “activist investors”? […]

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SEC Files Brief in Proxy Access Challenge

The SEC submitted its initial brief in the case of Business Roundtable and Chamber Of Commerce v. Securities And Exchange Commission. The litigation was commenced by the Business Roundtable and the Chamber of Commerce to challenge the validity of the proxy access rules adopted by the SEC in August 2010. (SEC Submits Brief Supporting Validity […]

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Restrictions on Pay Could Begin With Golden Parachutes

In case you missed it, SEC staff reversed course on a no-action request, clearing the way for Navistar shareholders to vote on a Teamsters’ proposal related to golden parachute agreements, which urges the board to adopt a policy of obtaining shareowner approval for future severance agreements that contemplate paying out more than two times the […]

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Top Tweeters and Rising Corporate Governance Stars

Estelle Métayer of Competia has come up with the ranking below of “who is the most influential corporate governance tweeter in 2011” based on her Twitter list, those of her colleagues and their Klout scores. #1 Rosabeth Kanter, rosabethkanter, Klout score 58 #2 Lucy Marcus, lucymarcus, Klout score 57 #3 Matt Kelly, complianceweek, Klout score […]

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CEO Pay in an Age of WikiLeaks: Reporting, Rationale and Ratios

As has been widely reported, WikiLeaks will soon release thousands of documents revealing malfeasance, greed and incompetence at the highest levels of a major American bank, most likely Bank of America. According to WikiLeaks’ Julian Assange, this may be the biggest expose of unethical corporate behavior since the Enron scandal. (Facing Threat From WikiLeaks, Bank […]

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Directors Forum 2011: Directors, Management & Shareholders in Dialogue

Don’t miss this great conference in San Diego. 1/23-25. The conference starts with a keynote from SEC Commissioner Kathleen Casey. Sessions include the following: “New Regulatory Developments – Good for Business or Not?” “Managing Risk: Real Assessment? Or Deniable Plausibility?” “Board/Shareholder Communications: Curing ‘The Cool Hand Luke Syndrome’” “The Roles of Management and the Board […]

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