Archive | Guest Post

Gender Quotas in California Boardrooms May Pave Way for Diversity

By August 31, 2018, California could become the first state in the nation with gender quotas to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors by December 31, 2019. That minimum will be raised to at least two female board members for companies with five directors or at least three female board members for companies with six or more directors by December 31, 2021. Continue Reading →

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Field Assistance Bulletin 2018-01: New Tone, Same ESG Analysis

Field Assistance Bulletin 2018-01

Field Assistance Bulletin 2018-01 issued by Trump administration. Recently, the Employee Benefits Security Administration (EBSA) within the Department of Labor (DoL) released Field Assistance Bulletin 2018-01 (link) relating to ESG (environment, social and governance) and shareholder rights for ERISA governed benefit plans. I set out some brief high-level analysis on the guidance below. Continue Reading →

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Benefit Corporation: Accountability Matters

Benefit corporation governance provides increased accountability. Most of our financial capital is allocated and stewarded through a system that has a primary goal of creating financial return. This goal directs the real economy, where shareholders treat corporations as accountable for financial results, but not for their economic, social or environmental impact. Continue Reading →

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Real Impact Tracker Goes Live

Real Impact Tracker Involves Everyday Investors in Creating Better Corporate Governance

  • Everyday investors need to play a greater role in corporate governance.
    • It’s dominated by institutions, where the least common denominator is profits
    • Everyday investors should hold companies and funds accountable to their values
  • Everyday investors can play a greater role in corporate governance
    • The Real Impact Certified Community helps them find which fund managers hold companies accountable to their values.
    • The Real Impact Button gives individual investors access, previously limited to institutions, to engage, as shareowners, with the management of their funds and companies.
  • Imagine what would happen if companies really took all the considerations of their shareowners into account.

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Shared Ownership Can Address Unequal Economy

How Shared Ownership Reforms Can Address Popular Anger about an Unequal Economy

In May 2017, U.S. Senators Sanders, Leahy, Gillibrand, and Hassan introduced legislation intended to help workers become owners. Their bill calls for a national employee ownership bank and helps states develop employee ownership centers. This comes after a dozen major cities and nearly as many states have acted to reduce barriers to shared ownership business models that offer an alternative to the investor-owned corporation. Promising approaches include employee stock ownership plans, worker-owned cooperatives, and community-owned renewable energy cooperatives. Continue Reading →

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What Would Alexander Hamilton and Wilma Soss Think About the P&G Proxy Fight?

With activist investor Nelson Peltz of Trian Partners making an intense and expensive play for a seat on the board of troubled Proctor & Gamble, the past six months have witnessed the largest proxy battle, and perhaps the oddest one, in U.S. history. In October, it appeared to be over, as the relieved P&G management declared Peltz to be the loser based on its preliminary count of proxy votes.

The drama, however, took an unusual turn in November when Peltz announced that an independent vote count revealed that he indeed had won a seat on the board, albeit by the thinnest of thin margins. Whether Peltz truly succeeded in winning the battle will undoubtedly be hotly contested by P&G. But whatever happens, it is worthwhile at this juncture to put the Peltz play in some historical perspective. What would Founding Father Alexander Hamilton and pioneer “corporate gadfly” Wilma Soss think about the P&G proxy fight? Continue Reading →

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Millennials: Sustainability 401k Plans

As millennial-aged employees now represent the majority of the U.S. workforce, it is increasingly important that corporate management finds ways to engage them in the company. Creating 401k plans which connect to their core values — like solving human, social and environmental problems through their work and investments — can be a huge advantage to the company as a whopping 85% of millennials surveyed in the 2016 US Trust study said they consider their investment decisions as “a way to express their social, political, and environmental values.” This attracts the best talent, spurs employee engagement, extends retention, and sparks innovation. Continue Reading →

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William Steiner, Shareholder Activist

William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who works with his father to carry on what has become a family legacy. Continue Reading →

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Engage Shareholders with Your Proxy Statement

dfs logoWith boards of directors under a microscope in today’s world, they must show how their work contributes to the success of the companies they oversee, and build trust with shareholders. For many of these shareholders, a company’s proxy statement is their only chance to look into the key aspects of the boardroom. So the goal of the proxy statement is two-fold: be informative and be credible.

In working on proxy statements for 1,500 companies annually, we’re seeing a number of trends that foster a sense of accountability between the board and shareholders. At the top of the list are (1) providing business context, (2) a description of board skills and diversity and (3) incorporating more storytelling. Continue Reading →

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Report from CII Winter Meeting: ESG

CIIEven in Washington, the numbers are impressive. The Council of Institutional Investors, who met in Washington DC this week, represents 23 trillion (with a t) dollars, mostly made up of retirement and other savings of working families. Compare that to the entire budget of the US government, less than two trillion a year. Like most industry group meetings in Washington, this one had presentations on what to expect from Congress and the regulatory agencies and how millennials will change the way the members do business, plus snack breaks and wireless sponsored by firms trying to sell products and services to the attendees. But the a two and a half day session featured repeated agenda topics on climate change and what are called ESG issues, suggesting that pension funds may step in where governments have failed. Continue Reading →

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eSignatureGuarantee Facilitates Securities Transfer

eSignatureGuaranteeFor shareholders and investors, transferring securities just got a whole lot easier with the introduction of eSignatureGuarantee.com (link).

In order to transfer securities – whether it’s stock, a 401K, an estate trust, whatever it may be – the transfer agent industry requires what is called a medallion signature guarantee, which essentially proves your identity and helps protect shareholders from fraud. To obtain a signature medallion one must physically go into their financial institution or bank of choice to get one. Not only is this time consuming and outdated, but many financial institutions, such as the Bank of America and many community banks, have stopped offering this service, literally leaving shareholders with nowhere to turn. Continue Reading →

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Moneyball Corporate Governance

Moneyball Corporate Governance: making the best use of what limited capital is available – just like what the Oakland A’s had to do with their limited payroll.

David R. Koenig, Founding Principal, The Governance Fund & Author of Moneyball Corporate Governance

David R. Koenig, Founding Principal, The Governance Fund, Author of Governance Reimagined: Organizational Design, Risk, and Value Creation

In the mid-1980s, New York Mets manager Davey Johnson was among the first in professional baseball to realize the advantage that could be gained by using computers and statistics to help select the team members for any given game, the order in which he played them, and even which specific pinch-hitter to use in a given situation. Under his leadership, the New York Mets won the 1986 World Series, Major League Baseball’s championship series.

The more widely known Moneyball story, made famous by Michael Lewis’ book and a movie starring Brad Pitt, takes place nearly 15 years later. It tells a similar story – of using analytics and probability-based decision-making to successfully discover hidden value in both players and collections of players. In that story, the focus of the analytics is on maximizing player and team performance relative to the constraints of the Oakland Athletics’ very limited payroll. Continue Reading →

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Climate Competency Needed in Boardrooms

Rich Ferlauto on Climate Competency

Rich Ferlauto on Climate Competency

Large institutional investors, concerned about portfolio risks stemming from the effects of global warming, are calling for climate-competent boards and directors as part of their fiduciary responsibility to preserve and enhance the long-term value of their investment assets.

Despite the anticipated rollback of climate related governmental policies such as the Environmental Protection Agency’s Clean Power Plan and limits on methane emissions by the Trump administration, investors still need to understand the risks that climate change poses to their portfolios. Unequivocal disclosures and boards equipped to manage and govern climate risk will be more important than ever. Now, however, it appears investors will not able to rely on federal regulatory standards or policy interventions to manage climate risk related to greenhouse gas emissions and the emphasis on fossil fuel production. They will be left to their devices to understand the very real financial impacts that climate issues could have on their portfolios. Continue Reading →

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Looking for Best SRI Funds? Start Here

Best SRI Funds

Best SRI Funds

After making the decision to apply the principles of SRI investing, many clients embark on the initial step of selecting a core stock fund. Traditional investors have literally hundreds of highly efficient core investment solutions. However, SRI investors aren’t so blessed—which is why I put together this core list of Best SRI Funds.

Best SRI funds need to start out by being financially sustainable. Some fund companies seem to believe that they can rake in higher fees on the backs of well meaning investors. The primary objective of a core fund is to match the market with as little cost drag as possible. Continue Reading →

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SRI Movement: Don’t Go Alone

SRI MovementBe Part of the SRI Movement

A lack of affordable SRI investing solutions may incentivize some savvy investors to do their own research and purchase their own portfolio of individual stocks, but this is almost always a mistake. There is power in the SRI Movement.

If you’re joining the SRI movement, it’s likely because you have a vision for our world and the economy that’s bigger than your own portfolio. To leverage the full scope of impact, you should identify ways that you can coordinate your efforts with others whose values overlap with your own. The easiest way to do this is by purchasing a SRI fund, but there are other ways to maximize your impact. Continue Reading →

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Park and Dibadj Consultancy

Douglas Park of Park and Dibadj Consultancy

Douglas Park

Douglas Park and Reza Dibadj have launched their boutique business and legal consultancy, Park and Dibadj (P&D)—a unique firm that addresses unmet needs in corporate strategy and governance. We bring decades of successful experience as both lawyers and strategists in extraordinarily challenging environments.

We believe that a siloed approach—law on the one hand, business on the other—cannot adequately address the most pressing problems of corporate governance and strategy. As such, we develop business strategies and also implement transactional structures and substantive legal arguments.

Reza Dibadj of Park and Dibadj Consultancy

Reza Dibadj

Our experience practicing, consulting, and teaching both business law and strategy allows us to address two critical issues that companies face: corporate development and mitigating legal, operational, and financial risks to organizations and their directors and officers.

Corporate Development

With respect to corporate development, Park & Dibadj:

  • Collaborate with domestic and international business entities that seek financing strategies that do not require securities registration.
  • Advise on mergers & acquisitions, including identifying targets, contractual structures, appraisal rights, and due diligence to maximize the chances of a successful deal.

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Governance and the Valeant Flea

ValeantGovernance and the Valeant Flea: The Art of Not Living Dangerously

“You may well say, that’s a valiant flea that dare eat his breakfast on the lip of a lion.”

-William Shakespeare

Valeant: Cautionary Tale

There’s a good reason that no bestselling novels or blockbuster movies about corporate governance exist. It’s because doing corporate governance right is frankly boring. Figuring out which companies are well governed is not a beautiful or riveting process, but for investors it’s critical to make the effort. Why? Because identifying companies that are skating too near the edge may help preserve portfolio value. At Pax World, we experienced this first-hand when we eliminated the drug company Valeant (VRX) from our portfolios last fall. Continue Reading →

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Lobbying Disclosure: Companies Respond

lobbyingShareholders have been urging companies to fully disclose the lobbying they do directly and through trade associations and third parties for six years now. This year 66 investors joined in filing resolutions with 50 companies seeking expanded lobbying transparency. Twinned with calls for disclosure of political spending aimed at affecting elections, this effort has had a steady positive effect. For example, this year companies including Raytheon, CenterPoint and DuPont came to agreements with investors to expand their lobbying disclosure.

We also find that many companies, even if they do not want to fully disclose, have expanded their reporting on items like Board oversight, priority issues they lobbied on, whether and when they did grassroots lobbying, making it easier to access their quarterly Senate reports or disclosing specific dollar amounts spent on federal lobbying. Continue Reading →

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Town Hall Style Annual Meeting – Prepared?

Warren Buffett's Town Hall Style Meeting - Photo from NY Times

Warren Buffett’s Town Hall Style Meeting

Town Hall Shareholder Meetings

It’s a presidential campaign year here in the U.S., and though the election is still over 6 months away, we’ve already been enlightened (or depressed) by a large number of candidate debates and town halls. Whatever your political views, the candidates seem able to instantly recall policy, financial or data details off the top of their heads. Trade figures, funding levels, voting records — their ability to deliver these on the spot, under bright lights and hostile questioning, is an impressive skill.  Continue Reading →

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Rein In Hedge Funds: Will Pension Funds Join Effort?

Rein In Hedge Funds

Rein In Hedge Funds – Wausau Paper Closure

Senators seek to rein in hedge funds through legislation by narrowing the window in which hedge funds must file 13D disclosures with the SEC once they have taken a 5% stake in a company. Right now that window is 10 days. The bill would reduce that to two days.

The bill also seeks to block activist “wolf packs” — that is, activist investors who collectively hold more than 5% of a company but who individually hold less and therefore do not need to disclose their stakes. Will public pension funds join this effort? Continue Reading →

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John Mackey & Whole Foods in Spotlight

John Mackey and Marc Gafni Talk Success on YouTube

John Mackey and Marc Gafni Talk Success on YouTube

In the wake of a New York Times story by Mark Oppenheimer about Whole Foods Market CEO John Mackey’s relationship with former rabbi and alleged sex offender Marc Gafni, the company has come under scrutiny. (A Spiritual Leader Gains Stature, Trailed by a Troubled Past)

On December 25th, The Times story reported Gafni saying of one of his alleged victims, “She was 14 going on 35.” Continue Reading →

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Why I’m voting WITHHOLD on Fission Uranium (FCU)

Fission Uranium

“Using the internet for shareowner proxy voting … will awaken the sleeping giant of corporate governance – individual investors.” My optimism was premature when I wrote that in 1999. But finally the giant has awakened and is starting to stir.

Retail shareowners of Fission Uranium Corp (FCU) have joined forces via internet media, including their Stockhouse.com discussion forum, to challenge the incumbent board’s control of the company. It’s significant that retail investors own a majority of Fission’s shares, in contrast to the institutional investor dominance typical of larger firms. Continue Reading →

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Gordon Gekko and Governing Small-Caps: Greed Works

Greed Works

Greed Works

    Few who have seen it can forget the iconic scene from the movie Wall Street when Michael Douglas’s character Gordon Gekko stands up, microphone in hand, at Teldar Paper’s shareholder meeting and says: “The point is, ladies and gentleman, that greed, for lack of a better word, is good. Greed is right, greed works.” Cinematic legend. What if it’s also the key to better small-cap corporate governance? Continue Reading →

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    The CEO Pay Problem

    CEO Pay ProblemHere in the first days of autumn, it seems that every day there is another article about the sorry extreme that executive compensation has become at so many companies. With the many tools now at the disposal of the proxy voter, one has to ask, how did we get here, and how do we fix it?

    Of course, when asking the question of how did we get here, there is the standard answer, “greed,” but there has always been greed in corporate America, I don’t believe that the captains of industry at the beginning of the 20th century where any less greedy at heart than those of today.Egan-Jones Ratings Continue Reading →

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    Boardroom Insider: Aren’t Boards Supposed to Work That Way?

    Boards od Directors

    A meeting of a board of directors of the Leipzig–Dresden Railway Company in 1852 (Wikipedia)

    Those of us involved in corporate governance issues for a living enjoy talking shop with others in the field. One reason, I suspect, it that it’s so damned difficult to explain corporate governance norms to people on the outside. “You mean CEOs pretty well select the very board members who set those CEOs’ pay and performance standards? How can I get a job like that?”…and so on. Continue Reading →

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    Who Says Activist Investors Have Struck Out?

    The passing US proxy season made lots of business headlines as the most turbulent ever (which I’ve found happens every year). But 2015 was still notable for the flood of activist initiatives targeting company boards of directors. Activists sought “no” votes on directors who set executive pay, or said no to stock buyback, dividend, or spinoff plans. They nominated their own candidates for board seats, sometimes even whole board slates. They generally caused a ruckus. Continue Reading →

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    Bay Area Workers/Unions Unwittingly Finance Fracking Boom

    anti-fracking-marchBay Area workers and unions are increasingly joining the climate justice movement, but their pension funds have been quietly investing in the oil and natural gas boom.

    Deep in the heart of Texas, the oil industry is still going strong. Take Navitas Midstream, a private corporation that specializes in transporting fossil fuels. Navitas is currently laying a pipeline that, when completed later this year, will funnel natural gas fracked from the Eagle Ford Shale into a processing plant that’s also under construction. Called the “La Bahia System,” the pipeline and plant will handle 120 million cubic feet of natural gas per day. La Bahia is part of a labyrinth of fossil fuel infrastructure that’s growing and will generate billions in profits for its owners — even with the current slump in oil prices. But it also is fueling the fracking boom and climate change. Continue Reading →

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    Governance, Disclosure and Share Price

    Correlation

    Correlation from XKCD.com

    Good corporate governance means quicker, more frequent disclosures to the stock market. Or does it? The evidence varies by country, and in our research we wanted to check the relationship.

    We used cross-country data from 23 OECD countries, firms with financial years ending between 1 January 2003 and 31 December 2008. We looked at company announcement information from more than 2,000 different firms, and share prices relating to 5,800 different firms. Continue Reading →

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    Beyond the Bottom Line With PRI

    PRII used to believe that democratic power was exercised like the creation of an impressionist masterpiece — each individual offering an artistically placed paint stroke that blends into the whole as you step back. As I have matured, I now see that those who are able to influence others around them are most effective in shaping the spirit of the painting. Power isn’t wielded by isolated individuals but by networks of individuals who are bonded by trust and influence. Continue Reading →

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