Archive | January, 2012

Corporate Directors Forum 2012 – Part 2: Robert Khuzami, SEC Director of Enforcement

These are some relatively quick notes that I’m sharing from the Corporate Directors Forum 2012, held on the beautiful campus of the University of San Diego, January 22-24, 2012. Since I am busy with no-action requests this proxy season, this post may be a cryptic… not complete sentences bt hopefully mor intelligible thN txt msgN. Keynote Speaker: Robert Khuzami, […]

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Top 10 Events in Brazil for 2011

Brazilian firms made important changes in terms of corporate governance during the last year. Kevin McDonald, Editor of The McDonald Lehner Report posts what he believes to be a list of the “Top 10 Events.” The article was published last week in Brazil (Investimentos e Notícias) and will appear this week in Chile (more…)

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Mergers and Acquisitions and the Universal Investor

The Investor Responsibility Research Center (IRRC) Institute invites you to a webinar to review a new report “Mergers and Acquisitions and the Universal Investor.” The study was conducted by a team headed by Dr. Ben Branch, professor of finance at the Isenberg School of Management, University of Massachusetts Amherst. (more…)

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Audio Friday: Federalist Society Panel on Proxy Access – Special Bonus re Bain Capital

Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank […]

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Costco: How I Voted

Costco Wholesale Company (COST) is one of the stocks in my portfolio. Their annual meeting is coming today. Voting on MoxyVote.com‘s platform has already ended; I procrastinated too long. However, I can still look at advice (more…)

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SVNAD – Executive Comp: Every CEO Above Average!

The stock market still has not recovered from the meltdown of 2008, and many companies have had severe reductions in their workforces, but CEO compensation of major U.S. companies rose 36.5% last year. Why is there this disconnect between stock market performance, mass layoffs and CEO compensation? What should boards of directors be doing to […]

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BlackRock Declares Independence from Proxy Advisors

Marty Lipton and David Karpview view as “significant” the announced effort by BlackRock Inc., which invests over $3.345 trillion of client assets, to take a direct interest in the governance of the companies in which they invest. According to this 1/21/2012 post, Disintermediating the Proxy Advisory Firms, at the Harvard corpgov (more…)

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Lowell Milken Institute Law Teaching Fellowship

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship. This fellowship is a full-time, year-round, one or two academic-year position (approximately July 2012 through June 2013 or June 2014).  The position involves law teaching, legal and policy research […]

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Proxy Contest at MFCO.OB

The Furlong Fund (“Furlong”) announced today that it has notified Microwave Filter Company, Inc. (Ticker: MFCO.OB) (“Microwave Filter” or the “Company”) of Furlong’s intent to solicit proxies in favor of its two nominees to the Microwave Filter Board of Directors (the “Board”) at the Company’s upcoming (more…)

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Proxy Access Proposals Challenged: Starting to Post Responses

ISS reported that Textron filed a Dec. 23 no-action petition with the SEC to omit a shareowner proposal from Ken Steiner that seeks proxy access using the model proposal developed by USPX. This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple […]

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Trillium & Green Century Mark Citizens United Anniversary With Resolutions Urging Halt to Political Donations

On the 2nd anniversary of the Citizens United Supreme Court decision, two investment firms announce that they have filed shareholder resolutions at three companies, Bank of America, 3M & Target Corporation, urging them to refrain from making political donations in the future. This is the first time institutional shareholders have (more…)

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Regulations for Proxy Advisory Firms Urged

Earlier today, the Shareholder Communications Coalition, composed of organizations not generally associated with shareholder advocates (Business Roundtable, National Investor Relations Institute, Securities Transfer Association, and The Society of Corporate Secretaries and Governance Professionals), sent a letter to the SEC with its suggestions for a proposed (more…)

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Stocking Up: ISS Analyzes Pay Since Crisis

Stocking Up: Post-Crisis Trends in U.S. Executive Pay is the title of a new white paper from ISS by Subodh Mishra. The paper explores how the executive pay package mix and overall total annual compensation levels have changed in the wake of the financial crisis and the role played by stock-based awards in fueling the spike […]

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Corporate Directors Forum: San Diego 1/22-24

Last chance to sign up for the Corporate Directors Forum, the major annual West Coast event for informed directors and for those who work with boards. See my coverage of 2010 and 2009 Forums.  The venue is excellent, coming close to a living room conversation with panelists and there are plenty of opportunities for face-to-face dialogue with a rather small […]

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Weekend Reads

There have been plenty of excellent articles on important corporate governance issues. Here are a few that caught my eye: One Cure for Accounting Shenanigans, WSJ, 1/14/2012. Jason Zweig writes convincingly about the importance of audit rotation but don’t miss the comments where I suggest a third way that involves a free market approach that […]

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Friday Video: "Robin Hood Tax"

Mean St.: David Weidner on the logic of the “Robin Hood” financial transactions tax. Chuck Jaffe on investing, not gambling, in the stock market. Although Jaffe doesn’t mention it, only about 5% of Wall Street investments are on the basis of fundamental financial analysis. Jason Zweig discusses Ron Paul’s investment (more…)

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Proxy Access Win at KSW

Daniel Rudewicz, a USPX member, reports what I would term the first win under recently implemented SEC rules that once again allow proxy access proposal to be filed.  As reported earlier, Rudewicz filed a proposal at KSW, a Long Island City, N.Y.-based company with a $19.7 million market capitalization that (more…)

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CII Contract with Equilar a Positive Step But More Needed to Address Pay Issue

Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release: By combining an innovative market-based algorithm to identify peer […]

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