William Michael Cunningham, of Socially Responsible Investment Research is attempting to crowdfund the filing fee for a friend of the court brief at the US Supreme Court. The case involves defendant Mark Gabelli, who was the portfolio manager for the Gabelli Global Growth Fund (GGGF), as well as several affiliated funds, from 1997 until 2004. […]
Archive | October, 2012
USPX Suspends Central Activities
James McRitchie, 10/29/2012 ,
As many readers may know, a few months ago I joined the board of the United States Proxy Exchange (USPX). I’ve long been impressed with the work of USPX’s volunteer executive director, Glyn Holton. We worked closely on several sets of comments to the SEC, Model Shareowner Proposal for Proxy Access and subsequent no-action responses, Shareowner Guidelines for Say-on-Pay […]
Video Friday: Joseph Stiglitz and Paul Krugman
James McRitchie, 10/26/2012 ,
The Institute for New Economic Thinking (INET), the Fashion Institute of Technology (FIT), and Shakespeare & Co. Booksellers hosted a remarkable evening of conversation between two economic heavyweights: Joseph Stiglitz and Paul Krugman. (more…)
Event: The Role of Proxy Advisory Firms
James McRitchie, 10/25/2012 ,
The U.S. Chamber Center for Capital Markets Competitiveness (CCMC) will hold a half-day event on Wednesday, December 5, 2012 in Washington DC to take an in-depth look at the influence of proxy advisors and the state of corporate governance in the U.S. It would be nice to get some shareowners out to at least listen and report back to […]
Recent Research on SSRN
James McRitchie, 10/25/2012 ,
Abstracts from a few papers posted this month to the Social Science Research Newtork. Hall, Thomas W. and Jörgensen, Fredrik A., Ownership and Performance in Europe (2012). Forthcoming, Review of Business. The authors consider the relationship between performance and ownership concentration in a large number of publicly traded and privately held companies located in smaller […]
Proxy Access: A New Version for 2013
James McRitchie, 10/24/2012 ,
Update: This is a revised version of an earlier post this month. I’ve deleted that post because I don’t want anyone to mistakenly use the prior draft language. I’m hoping this language is a little tighter but always welcome reader suggestions. Last month I hoped ISS would reconsider their analysis of our proxy access proposal […]
Boardroom Insider
James McRitchie, 10/24/2012 ,
How should your comp committee respond to the issue of conflicting pay numbers? Draw up the variant scenarios to see for yourselves how the “paydays” differ. In disclosing your proxy numbers, use the Compensation Disclosure & Analysis to make your case if it seems the disclosed pay level is not the same as realized pay […]
SVNACD Event: M&A Pitfalls for Directors
James McRitchie, 10/23/2012 ,
M&A activity is on the rise, and recent decisions by the Delaware Chancery Court make the stakes for directors higher than ever. The businesspersons and lawyers on this panel offered plenty of insights about the life-cycle of a current M&A transaction from initial market check to consummation and then follow-up litigation, pointing out the all-too-frequent […]
Binders Full of Women & Corporate Governance
James McRitchie, 10/22/2012 ,
The domain name bindersfullofwomen.com was snapped up less than two minutes after the instantly viral phrase left Mitt Romney’s mouth last Tuesday night. The winner was American Bridge 21st Century, a Democratic super PAC. The group’s biggest funder is hedge fund billionaire George Soros, who made a $1 million donation earlier this year. (CNN, 10/17/2012) Will your CEO […]
Video Friday: Igor Filatotchev on Corporate Governance
James McRitchie, 10/19/2012 ,
In the second episode of a special series of Cass Talks to celebrate their 10th anniversary, Professor Igor Filatotchev discusses the next decade in corporate governance. (more…)
Institutional Shareholder Services Opens Comment Period for 2013 Proxy Voting Policies
James McRitchie, 10/18/2012 ,
Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance solutions to the global financial community, announced the opening of its annual comment period for its 2013 proxy voting policies. A critical component of ISS’ annual policy formulation process, the comment period allows institutional investors, corporate issuers, and governance market participants to provide feedback […]
James McRitchie Honored by NACD
James McRitchie, 10/17/2012 ,
Sacramento, CA (Oct. 8, 2012) — James McRitchie download <https://www.corpgov.net/wp-content/uploads/2009/03/resume2012.pdf>, Publisher of Corporate Governance (aka, CorpGov.net) <https://www.corpgov.net>, has been named to the 2012 National Association of Corporate Directors (NACD) Directorship 100’s “People to Watch” in recognition of his exemplary leadership in influencing corporate boards and for promoting the highest standards of corporate governance. Selected by […]
Wednesday Webinar Opportunities: Shareholder Value & Flawed Peer Benchmarking
James McRitchie, 10/15/2012 ,
How Boards and Management Can Accelerate Shareholder Value Growth Wednesday October 17, 2012, 2pm EDT/11 am PDT, To register for this complimentary webinar, click here. Shareholder value growth is the core challenge of every business and the ultimate (more…)
Video Friday: Shareholder Activism Goes Mainstream
James McRitchie, 10/12/2012 ,
National Association of Corporate Directors, Silicon Valley Chapter, Inc. Interview with: Ken Denman, Former President & CEO, Openwave Systems, Inc. Hosted by: Abe Friedman, Managing Partner, CamberView Partners (more…)
Review: Corporate Governance: Cases and Materials
James McRitchie, 10/11/2012 ,
This comprehensive case book sheds light on the complicated regulatory framework and the dynamic nature of laws on corporate governance in the United States. Chapters typically cover regulations promulgated by federal, state, and self-regulatory organizations. Corporate governance is examined through case law with ample discussion to provide context concerning evolving practices and normative concerns. In […]
Victory at Procter & Gamble
James McRitchie, 10/10/2012 ,
At yesterdays annual meeting, shareowners voted in favor of my wife’s proposal to repeal supermajority standards, such as the 80% standard needed to change or add board members. (more…)
Auto Enrollment for Retirement Savings Begins
James McRitchie, 10/10/2012 ,
Half of employers in the UK don’t offer a pension to their employees. Auto-enrolment, the opt-out defined-contribution system designed to fill this gap, was introduced in the UK on October 1. Top1000Funds.com interviewed Lawrence Churchill who chairs he government-funded pension fund, NEST, one of the funds on offer, during the first day of the rest of the fund’s life. […]
Women in Europe’s Boardrooms
James McRitchie, 10/10/2012 ,
The European commission is threatening radical measures to increase the number of women in boardrooms. Under proposed legislation, publicly listed companies in Europe will be fined if fewer than 40% of their non-exec board positions are occupied by women come 2020. (more…)
Controlled Companies Carry Negatives
James McRitchie, 10/10/2012 ,
A new study finds that controlled companies – particularly those with multiple classes of shares – generally underperform over the long term. As compared to companies with dispersed ownership, controlled companies experience more stock price volatility, increased material weakness in accounting controls, more related party transactions, and offer fewer rights to unaffiliated shareholders. The study […]
Corporate Governance Bites
James McRitchie, 10/09/2012 ,
Continuing challenges to exclusive forum bylaw provisions – Lexology An increasingly popular trend in recent years has been the adoption by Delaware public companies of an exclusive forum provision in their bylaws. An exclusive forum provision generally provides for the Delaware Court of Chancery to be the exclusive forum for certain disputes (including derivative actions, breach […]
Finance Watch
James McRitchie, 10/07/2012 ,
The year old public interest association, Finance Watch, has become a regular at Brussels regulatory events and was described recently as “influential” by the Financial Times. That’s a great start for their ambitious program with its mission to make finance serve society. Wouldn’t that be nice? (more…)
ACGA Corporate Governance Survey Results
James McRitchie, 10/06/2012 ,
The Asian Corporate Governance Association (ACGA) released “CG Watch 2012,” their sixth joint survey on corporate governance in 11 Asian markets undertaken in collaboration with CLSA Asia-Pacific Markets since 2003. (more…)
Video Friday: Holly Gregory on Conflicts of Interest
James McRitchie, 10/05/2012 ,
On This Week in the Boardroom (TWIB) TK Kerstetter, President,Corporate Board Member, discusses what conflicts of interest can mean to the company, board and individual director, with Holly Gregory, Partner, Corporate Governance, Weil, Gotshal & Manges (more…)
What Happens When ISS Gets the Numbers Wrong?
James McRitchie, 10/04/2012 ,
A complimentary 90-minute webinar co-sponsored by Eagle Rock Proxy Advisors and Waller Lansden Dortch & Davis, LLP will be held at 2:00 p.m., EDT, on Thursday, November 1, 2012. Register now. (more…)
PwC 2012 Annual Corporate Directors Survey
James McRitchie, 10/03/2012 ,
Significant changes in corporate governance are causing directors to reconsider their oversight approach as they spend more time on board work, according to the PwC 2012 Annual Corporate Directors Survey issued last month. (more…)
News from TheCorporateCounsel.net
James McRitchie, 10/02/2012 ,
TheCorporateCounsel.net does a fantastic job, so I’m happy to give them an occasional shout out, especially for the following two items: (more…)
Director-Shareholder Engagement – Limits and Possibilities
James McRitchie, 10/01/2012 ,
Board/Shareholder engagement is a topic receiving increased attention in the US. Many governance organizations and experts have been discussing this topic in an attempt to highlight the issues and challenges that have been expressed by the various constituencies including the directors, institutional shareholders (both US and global), activist shareholders, corporate management, regulators, (more…)