While little goblins and rock stars roam the streets seeking handouts, USPX members will engage in a conference call on a model proxy access proposal. It has evolved substantially since the initial draft was announced in a way that I think will appeal to both large institutional investors, like public pension funds, as well as […]
Archive | October, 2011
Two Opportunities to Shape the Future
First, the IRRC Deadline of November 18 for Research Entries approaches. This is your chance to change the predominant paradigm of Modern Portfolio Theory. Second, Institutional Shareholder Services Inc. (ISS) extended the comment period on their 2012 proxy voting policies until November 7th. Institutional investors, individual investors, corporate issuers, and governance market participants are invited to provide feedback on ISS’ […]
Proxy Access for the 99% – Open for USPX Member Comment
The time has come for shareowners to be allowed to include their own nominees for corporate boards in the proxy materials their corporations send out every year—so-called “ballot” or “proxy access.” The current system—that only allows shareowners to vote for candidates nominated by the current board—is absurd. The SEC has finally reaffirmed shareowners’ right to […]
Video Friday: Why #OccupyWallStreet? 4 Reasons
Since 1979, adjusted for inflation, incomes of the broad middle class (solid blue line labeled “21st to 80th percentiles”) have increased about 40 percent, which comes to a sluggish 1 percent per year. During the same period, the incomes of the richest 1 percent have increased about 280 percent, or 7 percent per year. See […]
Proxy Access: Will the 99% Reach Consensus?
Tuesday’s post, Proxy Access for the 99%, is drawing controversy among USPX members, with about 30 comments in the first couple of days. Will we reach consensus or will shareowners simply end up taking elements of the model proposal for their own use? So far, and we are only two days in, the $2,000 threshold […]
The Governance Ombuds: SVNACD & Stanford's Rock Center
Why are corporate employees unwilling to report serious misconduct? Why are they also frequently unwilling to share good ideas for improving products, services and business processes? Fear of retaliation is most often cited for the failure to report misconduct; a sense of futility for the failure to suggest improvements. All too often, employees have a […]
Events James McRitchie Will Attend: Documenting Compensation Decisions and Compensation Committee Hot Topics, U. of Delaware, March 3, 2015, 4PM EST. Register for event. Attending via webcast. Disney shareholder’s meeting. March 12th, San Francisco. Proxy Access: The Halftime Show, 3/24/15, webcast, 2:00 – 2:30 pm, eastern, TheCorporateCounsel.net ICGN Boston Event
Support Grows for Transparency in Corporate Political Spending
A group of 43 House Democrats is urged the SEC to require public companies to disclose their political contributions. The Council of Institutional Investors also sent a comment letter on a petition (File Number 4-637) filed by prominent law professors. Rep. Gary Ackerman (D., N.Y.) and 42 other House colleague argue the high court’s ruling in the […]
Video: Did it Pass?
Did it Pass? The Complexities of Shareholder Voting by Keith Bishop – One of many speakers on the program at this years’s NASPP Conference to be held from November 1-4 in (more…)
Occupy the Boardroom
I attended a local “occupy” last night in Elk Grove, California. Eight protestors, six or seven police and four from the media. If it is happening in sleepy suburban enclaves it won’t be long before protesters show up at board meetings. Occupy the Board Room will facilitate such action. “The 1% have addresses. The 99% have […]
Video Friday: How the Stock Market Works + 2008 Crisis
It was 1952 when this economics and investing video explained how to get in on the American Dream. (more…)
Say on Pay May Lead to Closer Examination of Deductability
Don’t ignore the Wall Street protesters (Investment News, 10/17/2011) Unlikely as it is that the Occupy Wall Street agenda (whatever that turns out to be) will be adopted wholesale by Congress, advisers can be sure that the group’s intensive illumination of stratospheric executive compensation and bank bailouts will translate into a public mood more conducive […]
IRRC Deadline Upcoming for Research Entries
Friday, November 18, 2011 is the deadline to enter the IRRC Institute’s competition for research that examines the interaction of the real economy with investment theory. Two papers – one academic and one practitioner – will receive the new “IRRC Institute Research Award” along with a $10,000 award. Maybe it is just me, but I’ve […]
SEC Abandons Celestial Reasoning, Divides Petition-Baby in Half
SEC Staff Legal Bulletin No. 14F (CF) finally addresses the issues of what is needed to evidence stock ownership for the purpose of filing a shareowner petition. It is obvious from first glance that shareowners whose broker or bank isn’t a DTC participant just got screwed. We will take the view going forward that, for […]
Don't Be the Next JinkoSolar – Ceres Offers Aqua Gauge For Risk Management
JinkoSolar Holding Co., Ltd. got sued on 10/11/2011. The plaintiff firm is Sianni & Straite LLP. According to a press release dated October 11, 2011, the Plaintiffs allege violations of the federal securities laws in connection with false statements released surrounding its IPO. Based in the People’s Republic of China, the Company launched an IPO in the United States […]
For Sale: Director Duties
What are the board of directors’ duties during the sale of a company? That is, when the seller is experiencing a change of control or a merger or acquisition? As always, the board must observe its duty of care and the duty of loyalty. The duty of care requires the directors to gather the necessary information to decide the appropriate buyer. […]
ISS Solicits Comments on 2012 Proxy Voting Policies
Institutional Shareholder Services Inc. (ISS) opened its comment period for their 2012 proxy voting policies. Institutional investors, corporate issuers, and governance market participants are invited to provide feedback on ISS’ policy updates until October 31. According to Martha Carter, ISS’ Head of Global Research, ISS firmly believes that incorporating multiple views on corporate governance issues is critical for effective policy formulation. The […]
No Innocent Shareowners #OWS: The Duty of Care
John Paulson, the hedge fund titan who made billions in the financial crisis by betting against the subprime mortgage market defends the 1%: “The top 1 percent of New Yorkers pay over 40 percent of all income taxes, providing huge benefits to everyone in our city and state.” “I don’t think we see ourselves as […]
Webinar: Proxy Access Private Ordering under Rule 14a-8
Blank Rome LLP and Laurel Hill Advisory Group, LLC are hosting a complimentary webinar on Tuesday, October 18, 2011, at 12:00 pm EST to discuss how to prepare for the “private ordering” of proxy access under the amended provisions of Rule 14a-8. Full details can be found at the attached link. Numerous issues and questions […]
Occupy Suburbia: 99% @ Rte 99
I live in Elk Grove, California, a suburban enclave of Sacramento… if not middle America, at least middle California. Its a town where most kids are driven to school and soccer in minivans or SUVs. Most are too busy with their daily lives and trying to hold on to underwater mortgages to join ‘occupy’ movements […]
CalPERS Dumps Mtn Top Removal Project
After pouring $200 million into vineyards across California, Oregon and Washington, CalPERS said this week that it is firing the firm that has been its investment partner and land manager. The investment has lost 40 percent of its value and was worth $122 million as of March 31, the latest figures available. The California Public Employees’ […]
Video Friday: Transactions Tax, Wall St. Rigged, Occupied, 99%
The Robin Hood Tax CalPERS CIO on Wall Street: ‘The Game Appears Rigged’ CNBC Lawrence Lessig Occupy Wall Street Could Bridge Left And Right OCCUPY WALL STREET: WHO ARE THE 1%?, Sociological Images
Pay Ratios and Ratcheting
Daniel F. Pedrotty, AFL-CIO, posted Why CEO-to-Worker Pay Ratios Matter to Investors to the Harvard Law School Forum on Corporate Governance and Financial Regulations on Thursday August 11. I’ve been meaning to mention it since then, mostly so that I have it file on my blog for future reference. I’ve got almost 16 years of […]
Corporate Governance Matters but Not in the Way You Think
Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. The authors make a good […]
GMI & Si2 Offer Combined ESG Proxy Research
GMI and Si2 announced a strategic partnership to provide seamless subscription access, account management and special pricing to the firms’ ESG Board Briefing Research, Shareholder Proposal Analysis, and Executive Pay Scorecards. The combination of GMI’s compensation analysis with Si2’s expert insights into key environmental and social issues and proposal analysis may create a vital new […]
California Chamber Pressures CalPERS on Political Disclosure Guidelines
CalPERS is in the process of updating their Global Principles of Accountable Governance guidelines, used in corporate engagements. One of the proposed new subsections reads as follows: 6.5 Charitable and Political Contributions: Corporate charitable and political activity can serve the interests of the company and its (more…)
Vote CorpGov.net to Top Business Law Blog
Help CorpGov.net get named to the Top 25 Business Law Blogs. Go directly to 2011 LexisNexis Top 25 Business Law Blogs. There you’ll find a list of more than 75 blogs. Many are excellent. Scroll all the way to the very bottom of the page and you’ll find a comment box. Each mention of CorpGov.net there is counted […]
Sacramento Kings: Dear & Ailman
Nice play on words by ai-cio.com on the title of their article, Sacramento’s Kings, interviewing two of the most influential chief investment officers in America: Chris Ailman of the California State Teachers’ Retirement System (CalSTRS) and Joe Dear of the California Public Employees’ Retirement System (CalPERS). Of course, Sacramento is also home (perhaps temporarily) to […]
Corporate Director Qualifications: Minimal
To be a company director, you need to be over 18, not insane (or at least found to be insane by a judge), and not bankrupt. That’s it. You can sit on a major board of directors, and not know anything about the company, its industry, or even know how to read a financial statement. […]
Publix, Google & UPS Top CSR List
Publix Super Markets, an employee-owned supermarket chain, earned the No. 1 spot followed by Google and UPS in the 2011 ranking of the 50 companies with the best corporate citizenship reputations among the U.S. public as compiled by the Center for Corporate Citizenship and Reputation Institute. The CSR Index was developed to understand how companies’ […]
$4.5 Million in Bonuses at CalPERS
“Top administrators and investment managers at the California Public Employees’ Retirement System were awarded $4.5 million in bonuses, averaging 41% of their base salaries for the year that ended June 30,” according to a report in the Los Angeles Times. (CalPERS awards $4.5 million in bonuses to managers, 10/8/2011) The bonuses ranged from a high […]
$4.5 Million in Bonuses at CalPERS
“Top administrators and investment managers at the California Public Employees’ Retirement System were awarded $4.5 million in bonuses, averaging 41% of their base salaries for the year that ended June 30,” according to a report in the Los Angeles Times. (CalPERS awards $4.5 million in bonuses to managers, 10/8/2011) The bonuses ranged from a high […]
Brown Didn't Take Easy Path on CalPERS Bills
California’s Governor Jerry Brown signed signed Assembly Bill 873, which prohibits former CalSTRS and CalPERS board members and high-level executives from lobbying their former employers for ten years. The bill is the most stringent measure yet to get at the “placement agent” scandals that in wrote about back in 1997. In his signing message, Brown noted […]
The Barrier: Pre-apocalyptic Fiction
The Barrier is only 57 pages long and the pages are small but the thoughts are large. As I view all the problems of the world I get a little nervous. How much control can I have over issues such as global climate change? I try to keep my wits about me, looking for and working […]
Brown Didn’t Take Easy Path on CalPERS Bills
California’s Governor Jerry Brown signed signed Assembly Bill 873, which prohibits former CalSTRS and CalPERS board members and high-level executives from lobbying their former employers for ten years. The bill is the most stringent measure yet to get at the “placement agent” scandals that in wrote about back in 1997. In his signing message, Brown noted […]