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, Director, Division of Enforcement, U.S. Securities and Exchange Commission Continue Reading →

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Corporate Directors Forum 2012 – Part 1: Shareholder Hot Topics

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 (especially proxy access proposals), this post may be a cryptic… not complete sentences bt hopefully mor intelligible thN txt msgN. Continue Reading →

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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 to promulgate Rule 14a-11 requiring public companies to include in their proxy statements director nominations proposed by Continue Reading →

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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 and writing, preparing to Continue Reading →

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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 proposals, is “impermissibly Continue Reading →

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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 Continue Reading →

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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 in total executive pay.  The analysis covers total annual compensation (TAC) for the top five highest-paid Continue Reading →

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Corporate Directors Forum: San Diego 1/22-24

Last chance to sign up for the Corporate Directors Forumthe 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 select group of presenters and those in attendance. Continue Reading →

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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 is likely to be more effective. Zweig’s post last week, Will New Tools Help Small Shareholders Topple Giants?, has attracted Continue Reading →

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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 companies with a realizable pay methodology using long Continue Reading →

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