Archive | October, 2013

Corporate Governance: Stepping Back in Time From October 2013

MrPeabodysWayBackMachinePublisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine.

Five Years Ago in Corporate Governance

  • The Treasury is injecting $125 billion into nine big banks and making a like amount available for other banks that apply. Those financial giants owed their executives more than $40 billion for past years’ pay and pensions as of the end of 2007, a Wall Street Journal analysis shows. (Banks Owe Billions to Executives, 10/31/08) How much of our $250 billion bailout will go to pay for special executive pensions and deferred compensation, including bonuses? Will our disgust with those who brought us the financial melt-down lead to an upsurge in mutual banks and credit unions?
  • Jackie Cook, the founder of Fund Votes, told SocialFunds.com, “Executive compensation is at the heart of a growing problem Continue Reading →
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Stanford Academics Focus on Wrong Problems at ISS

StanfordRockIn a recent Stanford “Closer Look” publication (How ISS Dictates Equity Plan Design), Ian D. Gow (Harvard but graduated from Stanford), David F. Larcker, Allan l. Mccall, and Brian Tayan argue ISS dictates pay equity plans. ‘Nonsense,’ was my first reaction. ISS policies generally reflect the will of its customers. The authors have a point but they miss the main problem. Their arguments begin in familiar territory. Continue Reading →

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Political Disclosure and Corporate America

Stephen Davis

Stephen Davis

Guest Post from Stephen M. Davis, Ph.D. is associate director of the Harvard Law School Programs on Corporate Governance and Institutional Investors, and a senior fellow at the Program on Corporate Governance. He is also a nonresident senior fellow in governance at the Brookings Institution. From 2007-2012 he was executive director of the Yale School of Management’s Millstein Center for Corporate Governance and Performance and Lecturer on the SOM faculty. Continue Reading →

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Video Friday: Brian Cheffins on Comparative Corporate Governance

Brian R. Cheffins

Brian R. Cheffins

In 2012 Cambridge University launched a Masters degree in Corporate Law (the MCL), which offers students the opportunity to engage in detailed study of the legal and regulatory framework within which companies are governed and financed.

The MCL, a full-time nine-month program, is taught by the Cambridge Law Faculty’s team of corporate lawyers, widely recognized as one of the strongest in the corporate law field. The MCL, the first entirely new degree in Law to be established by Cambridge University since the nineteenth century, has been designed to combine Continue Reading →

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India Proxy Season 2013 Analysis From InGovern

InGovernA recent report by InGovern Research Services analyzes patterns in the resolutions proposed by Indian listed companies in the just concluded 2013 proxy voting season. The data has been collated and analyzed from a coverage universe of 585 companies forming part of the S&P 500 and BSE 500 indices, which represent over 95% of the market capitalization of Indian listed companies. Management and shareholder resolutions passed in the Annual General Meetings (AGMs) held in 2013 for these companies have been analyzed. Continue Reading →
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Dissident Directors and Proxy Access: Best Defense May Be the Same

Directors&Boards3rdQtr2013coversilver-apple-logo-apple-pictureI have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my desk is the latest issue of Directors&Boards with the following sentence in huge type on the cover: Should You Serve on an Activist’s Slate?

That looks a lot more interesting. Apple can wait. Won’t it be nice, I think, when boards welcome proxy access, the new ideas and candidates that are likely to follow? Let’s see what they have to say at Directors&Boards. Continue Reading →

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ACGA: Asian Business Dialogue on Corporate Governance 2013

ACGAlogoThis is the final program for the Asian Corporate Governance Association‘s 13th Annual Conference taking place in Seoul, Korea on November 5-6, 2013. You can still reserve your place.

Sign up for Corporate Sustainability and Responsibile Investment in North Asia.  Payment can be made by credit card  (MasterCard, Visa, American Express). Please note companies registering two or more Continue Reading →

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Video Friday: Who's Winning the War on Corporate Governance (and should you care)?

Chad Norton

Chad Norton

Lecture given by Chad L. NortonVice President, Fund Business Management Group of Capital Research and Management Company at Banta Center for Business, Ethics and Society, University of Redlands.

Mr. Norton previously served as corporate secretary of The New Economy Fund and SMALLCAP World Fund, Inc., two of Capital’s retail mutual funds, as well as American Funds Insurance Series, which serves Continue Reading →

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Review – Competition, Diversity and Economic Performance: Processes, Complexities and Ecological Similarities

CompetitionDiversityandEconomicPerformanceProcessesComplexitiesandEcologicalSimilaritiesMainstream microeconomics has emphasized the search for perfectly competitive markets within a framework of equilibria in a quest to maximize economic efficiency. Tisdell argues that intense competition can reduce economic performance. He concentrates on market adjustments and the evolution of economic systems where the role of diversity, product niches, cooperation between firms and comparisons with intra-species competition and inter-species competition. That basic premise rings true to me, since our environment is in constant flux.

His analysis certainly appeals to my sensibilities as a student of the sociology of knowledge, since he reminds us that, unlike other species, humans can “take deliberate actions to prepare themselves for future predicted events, or in come cases they can alter the course of these events to yield outcomes which they prefer.” Evolution is no longer a “blind” process, but can be consciously influenced. Continue Reading →

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Review: Strategy, Innovation and the Theory of the Firm

teece_david

David J. Teece

StrategyInnovationDavid J. Teece’s Strategy, Innovation and the Theory of the Firm uses a couple of dozen papers to explore his own scholarship and that of his co-authors on strategy research and innovation as the engine of growth. He develops the “Dynamic Capabilities Framework” – how the various streams of research on management and innovation converge, the framework and derivative theories are tested and how they can be developed into a capabilities-based theory of the firm. Continue Reading →

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Investors Call on Food Companies to Stay out of Washington State GMO Battle

gmoCompanies that gave $46 million to stop California GMO labeling risk negative brand reputation if they fund effort to stop I-522 initiative for transparent labeling of food. Companies that donated funds to oppose ballot initiatives to require the labeling of products containing genetically modified organisms (GMOs) are facing new pressure from shareholders to stay out of future elections.

Leading up to the vote on Washington State’s ballot initiative to require GMO labeling, As You Sow, the Green Century Equity Fund, the Environmental Working Group (EWG), and the U.S. Public Interest Research Group (U.S. PIRG) are filing resolutions asking the top corporate donors to the opposition of the California GMO labeling ballot initiative to refrain from using Continue Reading →

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Video Friday: Why Taxes Have to Be Raised on the Rich

RobertReich

Robert Reich

Robert Reich makes the case for higher taxes on the wealthy in two minutes and 30 seconds. Notice the overlap between “class warfare” and “common sense.”

Also recommended, Inequality for All. download the discussion guide and find additional resources that accompany the film as well as the list of organizations and partners that made this film and engagement campaign possible. Continue Reading →

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Dell (DELL): How I Voted – Proxy Score 71

Dell-symbol$DELL is one of the stocks in my portfolio. Their annual meeting is coming up on 10/17/2013. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 10/9/2013.  I voted with management 71% of the time.  View Proxy Statement. I took a little less time in analyzing the proxy since the company is being sold to Michael Dell and the investment firm Silver Lake Partners for $24.9 billion and the votes will likely have little real impact, other than voicing opinions.

On the basis of public statements made by Icahn and SEC filings, it appears he no longer will attempt to nominate directors at the meeting and it is likely to be uneventful.  Nonetheless, I have a proposal on the proxy and you never know what might happen. Continue Reading →

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Review: The History of Modern US Corporate Governance

CheffinsMODcorpgovThis unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at the bottom of this review for your reference. The word “modern” in the title refers roughly to the post 1970 world.

Although referenced, the set does not stem directly from The Modern Corporation and Private Property by Adolf Berle and Gardiner Means.  And of course, scholars continue to explore the consequences of this rift in books such as Citizens Continue Reading →

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Review: Law as Engineering

LawAsEngineeringLaw As Engineering: Thinking About What Lawyers Do takes a creative approach to law; instead of seeing law as closely associated with philosophy or economics, David Howarth points to legal design. Most attorneys aren’t involved in litigation. Like engineers, they are often hired to provide services not in the abstract but for particular purposes, mostly to facilitate transactions or deals. Continue Reading →

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Two+ Calls for Papers – Towards Sustainable Re-embedding & Civil Society

EMRThe next European Academy of Management conference will take place in Valencia (Spain) between the 4th and the 7th of June 2014. The conference will be held at the Valencia Conference Centre and the Faculty of Economics of University of Valencia. The theme of the conference, Waves and Winds of Strategic Leadership for Sustainable Competitiveness, is aimed to open an interesting and fruitful dialogue about how management research and education can contribute to the enhancement of new waves and winds of strategic leadership that will stimulate a balanced and sustainable view of competitiveness in our societies. Continue Reading →

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Video Friday: Family-Controlled Businesses – Dynasty Planning and Leadership Transition Challenges

CFASamuel Lum, CFA discusses opportunities and pitfalls in transitioning family-controlled businesses with Joseph P. H. Fan. Although there is a smaller proportion of family controlled businesses in the US, where most readers of CorpGov.net reside, the issues discussed are widespread enough to warrant attention. From the CFA Institute’s blog, Enterprising Investor: Continue Reading →

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CSR Reviewed

CGIRThe September issue of Corporate Governance: An International Review is devoted to papers on corporate governance systems and corporate social responsibility. The opening editorial (accessible without subscription) begins with a civics lesson:

One cannot understand the CSR strategy and politics of organizations without understanding the nature of the institutional environments in which they choose – or are forced – to operate. Continue Reading →

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ICGN 2013: Raw Notes From New York

RogerWFergusonJr

ICGNThese are some fairly raw notes from the June 2013 ICGN Annual Conference in New York City. I was unable to attend the second day but the first day was great. Don’t miss the 2014 ICGN Annual in Amsterdam, 16-18 June.

Opening Remarks by Jon Feigelson, Senior Managing Director, General Counsel and Head of Corporate Governance, TIAA-CREF and Roger W. Ferguson Jr.President and Chief Executive Officer, TIAA-CREF. Continue Reading →

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Procter and Gamble (PG): How I Voted – Proxy Score 60

P&GProcter and Gamble $PG is one of the stocks in my portfolio. Their annual meeting is coming up on 10/8/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 10/1/2013.  I voted with management 60% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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