The Securities and Exchange Commission today announced the agenda and panelists for its December 5 staff roundtable on the use of proxy advisory firm services by institutional investors and investment advisers. The roundtable, announced earlier this month, will begin at 9:30 a.m. and will be divided into two sessions. In the first session, participants will discuss, […]
Archive | November, 2013
Corporate Governance: the Focus for a New Type of Activist Investor
Guest post from Josh Black, Financial Journalist for Activist Insight Ltd., which “aims to provide the most comprehensive global information source on activist investment.” Traditional activists were essentially value investors, but that profile might be changing. Carl Icahn has long championed the interests of shareholders. Yet even many who had watched him for years were surprised by […]
Take Action: Comments on SEC Pay Ratio Rule Due 12/2/2013
The deadline for submitting comments on the SEC’s proposed pay ratio disclosure is coming up quickly on December 2, 2013. SEC general comment instructions. Submit Comments on S7-07-13 Pay Ratio Disclosure. Get your comments in soon, before Thanksgiving. Another advantage to earlier submittal is that those who wait for the deadline are likely to borrow from previous […]
Corporate Governance and Practices and Trends: Comparison of Large Public Companies and Silicon Valley Companies
If you are investing in Silicon Valley companies, I recommend this report from Fenwick & West LLP. They have collected this data since 2003. It should be useful for Silicon Valley companies, other public companies for comparison purposes, advisors and investors. (more…)
Video Friday: Double Feature on Corporate Governance at ESOP Firms
Corporate Governance of ESOP Companies from SES Advisors Without the founding entrepreneur steering the ship, ESOP companies’ corporate governance is of paramount importance. In this webinar, you will learn: the roles of trustees, directors and officers, how corporate governance affects value, and best practices for corporate governance in ESOP companies. (more…)
Review & Reflections: The Cadbury Committee
The Committee was formed in 1991, the same year I read Power and Accountability: Restoring the Balances of Power Between Corporations and Society by Robert A.G. Monks and Nell Minow. I had spent years in academia searching for the perfect corporate form. I studied corporate systems around the world and headed California’s cooperative development program. It […]
Announcing the 2013 Foxhole of the Year Winner
I was recently reminded of my commitment earlier this year to make a Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Sorry to be late but it is great to know that readers are paying attention and holding me to my word. Thanks […]
Shareowners File Against Virtual Lockout Meetings
In the fall of 2013, the Boards of both PNC Financial Services Group ($PNC) and Bank of New York Mellon ($BK) amended their company’s bylaws allowing them to end in-person stockholder meetings and instead hold their annual meetings virtually in cyber space. (PNC and BNY Mellon amend bylaws to allow for ‘virtual’ shareholder meetings) The Needmor […]
Take Action: Mickey Mouse Rule at SEC Needs Amending
Is SEC Rule 14a-8(i)(9) fair? Should the SEC amend the rule? What’s your opinion? I think the rule is problematic and needs changing. In this post I explain why, using my proposal at Disney (DIS) to allow shareowners to call a special meeting as an example. Here’s the text of the SEC rule: (more…)
Cisco: How Our Proxy Competition Would Work – The Short Version
After posting Cisco Systems: Prime Target For Proxy Advisor Competition, Cisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of […]
The Hain Celestial Group (HAIN): How I Voted – Proxy Score 9
The Hain Celestial Group $HAIN is one of the stocks in my portfolio. Their annual meeting is coming up on 11/19/2013. ProxyDemocracy.org had collected the votes of 2 funds when I checked on 11/15/2013 (there have been more since). I voted with management 9% of the time. View Proxy Statement. (more…)
Cisco Systems (CSCO): How I Voted – Proxy Score 56
Cisco Systems, Inc. $CSCO is one of the stocks in my portfolio. Their annual meeting is next week on Tuesday, 11/13/2013. ProxyDemocracy.org had collected the votes of 2 funds when I checked on 11/13/2013 (there have been more since). I voted with management 56% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any […]
Microsoft Corporation (MSFT): How I Voted – Proxy Score – 75
Microsoft Corporation $MSFT is one of the stocks in my portfolio. Their annual meeting is coming up on 11/19/2013. ProxyDemocracy.org had collected the votes of four funds when I checked (there have been more since). I voted with management 75% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted […]
Broadridge Financial Solutions (BR): How I Voted – Proxy Score 92
Broadridge Financial Solutions $BR is one of the stocks in my portfolio. Their annual meeting is coming up on 11/14/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 11/8/2013. I voted with management 92% of the time. View Proxy Statement. (more…)
Corruption Conference in NYC
The Center for Public Scholarship presents the 30th Social Research conference, “Corruption,” on Thursday and Friday, November 21 and 22, 2013, at The New School in New York City. (more…)
Cisco Systems: Proxy Proposal #5 – 11 Q&A
I received a series of questions about my 11/5/2013 post Cisco Systems: Prime Target For Proxy Advisor Contest. Since other $CSCO shareowners might have similar questions, I am posting the questions and our responses below regarding proxy proposal #5, APPROVAL TO HAVE CISCO HOLD A COMPETITION FOR GIVING PUBLIC ADVICE ON THE VOTING ITEMS IN THE PROXY […]
Review: Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not […]
Cisco Systems: Prime Target For Proxy Advisor Competition
Cisco Systems (CSCO) faces challenges as never before. For example, see Here’s What Happened When Cisco Lost A $1 Billion Deal With Amazon. Meeting those challenges will take a concerted effort by management and the board of directors. Shareowners, who elect the board and vote on major proxy issues facing our company, also play an important role […]
Call for Papers: Purpose, Use, Potential Misuse of Stock Prices in Public Equity Market
Purpose, Use, Potential Misuse of Stock Prices in Public Equity Market Deadline for Proposals: November 15, 2013 Author Presentation of Findings: September 19, 2014 The Investor Responsibility Research Center Institute & The Millstein Center for Global Markets and Corporate Ownership have initiated a joint effort to better understand the purpose, use and potential misuse of stock prices in […]
Video Friday: Should 'Shareholder Value' Rule Business Thinking?
A KnowledgeAtWharton interview with Eric W. Orts, author of Business Persons: A Legal Theory of the Firm. According to Frank Partnoy, Professor of Law and Finance, University of San Diego, (more…)