Archive | August, 2013

2013 Millstein Forum: Dual-Class Structures, Pro and Con

Sorry to be late and abbreviated in getting out my coverage of this great forum. Be sure to check out the Forum’s photo gallery, which contains many more and much better shots than what I took between notes and conversations.

The second panel discussed the growing issue of dual-class stock structures. While there was considerable debate, my sense is that most in the room see the advantages of such structures do not outweigh the disadvantages. I would like to see more discussion in the broader press about these issues when dual-class companies are going public. Maybe the discount would be even steeper. Continue Reading →

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Millstein Forum 2013: The Impact of New Patterns of Corporate Ownership

John C. Coffee, Jr.

John C. Coffee, Jr.

Sorry to be late and abbreviated in getting out my coverage of this great forum. Be sure to check out the Forum’s photo gallery, which contains many more and much better shots than what I took between cryptic notes and interesting conversations.

The first panel at this year’s Forum, which is now housed for a much better fit at Columbia Law School, discussed the impact of new patterns of corporate ownership. Do Changing Patterns of Ownership Require Rethinking Corporate Governance Standards and Norms?  If So, by Whom?

Moderator: John C. Coffee, Jr., Adolf A. Berle Professor of Law and Director of the Center on Corporate Governance, Columbia Law School. Panelists included the following: Continue Reading →

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Vote Disclosure at CalPERS: Example For Other Pension and Mutual Funds

CalPERS-logoLast week I followed up on a proposal made in early 2010 as a result of a couple of resolutions I was able to get enacted through my union in 2009. Yes, these issues take time. You must be tenacious, even when dealing with a fund like CalPERS, where both board and staff want to do the right thing, since there are so many competing needs. I reproduce my testimony below in hopes that others will follow my lead at their pension and mutual funds. Continue Reading →

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Video Friday: Rethinking the structure of corporations, Michael Yaziji

imagesMajor corporations are very good at maximizing revenue capture for their owners — but they do so by externalizing costs to society. This drives many of the fundamental problems we currently face, from environmental degradation to economic inequality. IMD Professor Michael Yaziji discusses limitations to the three current solutions to this root challenge: the free market, regulation and socialization. He also proposes a new fourth solution that deconstructs the concept of capitalism to maximize the benefits of market competition and minimize the societal impact of current systems: changing company ownership and governance structures to internalize the interests, and so create value for all stakeholders. Continue Reading →

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Proxy Advisor Competition at Cisco OK'd by SEC

ciscocisco

Mark Latham came up with a brilliant idea in the late 1980s: Shareowners should use their corporation’s funds to pay for external evaluations of governance and performance of the board and management. Shareowners would vote to choose among competing organizations to provide this service.

It was a simple concept but SEC rules made subsequent proposals unnecessarily complex and excluded advice on director candidates, often among the most critical decisions on a proxy. Continue Reading →

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Norges Bank

NorgesSeveral nice articles appeared recently in the FT on Norges, the world’s largest sovereign wealth fund with $760bn in assets. Sorry, I didn’t save the titles but links to three are here, here and here.  Well worth reading at the source.

With assets worth twice Norway’s annual non-oil economic output and after quadrupling in size in eight years, the fund looks to move from largely indexed to a more hands-on approach, such as sitting on Volvo’s director nominations committee. However, FT warns: Continue Reading →

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Video Friday: SVDX Upcoming Event – Got Technology Chops?

SVDXIf you don’t speak Geek, you’re not a competent director.

Have you heard of “Big Data,” but aren’t sure what it really means (or how much it has to do with your industry)? Do you keep seeing articles about cyber-security, but couldn’t describe the difference between SQL-injection and a brute-force (hacking) attack, if your life depended on it? Have you seen the Google self-driving car, but wonder how that could possibly matter to your company (especially in the next five years)? Are you, as they say, somewhat “technically challenged,” but good at what you do and feel content to rely on one of your fellow directors to be the digital media and/or technology guru for the board? Continue Reading →

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Vote Splitting: Are We Moving to a Universal Proxy?

SEC-IACYears ago, the DC Court’s decision to vacate the SEC’s Rule 14a-11 had me thinking of possible approaches under Rule 14a-8 but also working around the whole access issue. With regard to short slates, I wavered between “field agents” attending annual meetings with “proxy assignments” to allow more wide-spread vote splitting to consideration of amendments needed to SEC rules. These were the primary papers involved in my intellectual mash-up but now my back-burner project has been taken up by CII and the SEC-IAC. More on their efforts below. Continue Reading →

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Investor Forums

forumInside Investor Relations (IR) had an important article on July 30th, On the Way to the Investor Forum that raised the question: do companies really want to encourage their shareholders to chat about them in online forums? Wouldn’t it create a lot of work for investor relations officers (IROs) “who are responsible for monitoring these online groups, responding to any misinformation posted on them, dealing with legal and other consequences?” Continue Reading →

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Video Friday: Wealth Inequality — Change the Rules

The richest 300 people on earth have as much wealth as the poorest 3 billion. This is no accident; those in power write the rules. Together, we have the power to change those rules. Technology and the shift of global power mean that we can now demand our say in decisions that have traditionally been made by elites behind closed doors. TheRules.org operates as a decentralised network with several campaign hubs around the world, including in Johannesburg, Nairobi, Mumbai, New York, Toronto, and Rio. Each hub identifies issues, opportunities, technologies and regional strategies for each campaign. Continue Reading →

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Reeds, Inc. (REED): My 1st Attempt to Collaborate Through Sharegate

sharegateReedsI’ve started to use Sharegate.com to network with other shareowners around specific companies. The first company I’m working on through Sharegate is Reeds (REED). I think our company’s product line is strong but management and the board appear to be weak in distribution skills. After years of refining and growing their fine products, #REED still is not profitable.

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Participate in the ISS Annual Policy Development Process

ISSInstitutional Shareholder Services Inc.(ISS), a leading proxy advisor, kicked off its annual global policy formulation process in July 2013 by inviting institutional investors, corporate issuers, corporate directors and various other governance market constituents to participate in its 2014 proxy voting policy survey.  This year, the survey has been streamlined to encourage global market participants to provide regional input on corporate governance issues that are pertinent to all capital markets worldwide. I encourage all investors to participate.  ISS influence the vote; you should influence them.  Continue Reading →

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Dialogue – QVB vs Proxy Exchange: Buy Votes or Assign Them?

VoteBuying

I recently wrote on what I thought were conflicting ideas. As I’ve indicated in the past, I disabled comments because of too much spam, even with filters. However, I encourage readers to comment via e-mail. Sometimes we get a good exchange. Here’s a recent example, starting with the first two paragraphs from the post, then moving to comments:BrocRomanek

Thanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take:

Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders who are too lazy to vote or too ill-informed when they vote as Continue Reading →

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Political $ Disclosures Turn Corner: Alliant Techsystems & CF Industries Holdings

CitizensUnitedAt Alliant’s annual meeting on July 31st 65% of shares were voted in favor of the ICCR-sponsored proposal on increased transparency on company’s state and federal lobbying activities. That’s an exceptionally high vote for a shareholder-sponsored proposal, today investorsin Alliant Techsystems (ATK) an aerospace and defense contractor and gun manufacturer, voted in favor of a shareholder request for greater transparency on the company’s lobbying activities. Continue Reading →

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Two More Proxy Season Reviews

ProxyAccessTwo more reviews of the 2013 proxy season came out the other day. The quickest read is from Jackie Cook at CookESG (Proxy Season Roundup: Shareholder Resolutions) who analyzed 502 shareholder-sponsored resolutions voted between July 2012 and June 2013. Two-thirds are governance-related, averaging 41% support. One-third address social and environmental issues, with an average 21% level of support. Continue Reading →

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