Archive | Guest Post

John Mackey and Marc Gafni Talk Success on YouTube

John Mackey & Whole Foods in Spotlight

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 […]

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Fission Uranium

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

“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 […]

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Gordon Gekko and Governing Small-Caps: 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 […]

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CEO Pay Problem

The CEO Pay Problem

Here 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 […]

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Activist Assets 2014

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 […]

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anti-fracking-march

Bay Area Workers/Unions Unwittingly Finance Fracking Boom

Bay 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 […]

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Governance, Disclosure and Share Price

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 […]

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PRI

Beyond the Bottom Line With PRI

I 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 […]

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IiAS

Corporate Governance In India

What is corporate governance? It is a process set up for the firms based on certain systems and principles by which a company is governed. The guidelines provided ensure that the company is directed and controlled in a way so as to achieve the goals and objectives to add value to the company and also […]

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Shareholder Activism

Shareholder Activism Redux: The Good, Bad and Ugly

It’s impossible to read a newspaper, magazine or blog, or watch the news without hearing about shareholder activism.  It’s an industry unto itself with activist funds, attorneys who represent activists, activist defense lawyers, activist-focused investment bankers, activist conferences, activist newsletters, activist databases, and, of course, there are Messrs. Bebchuk and Lipton. As a former institutional […]

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Is the Battle for Proxy Access Over?

The Status of Proxy Access 2015: “Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning.” – Winston Churchill  This post is in response to a LinkedIn piece by Anthony Goodman of Tapestry Networks regarding the status of proxy access post […]

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Virginia Company of London

Investing Lessons from the Virginia Company of London

Investing in America began with bankruptcy and early lessons in corporate governance. In the early 17th century, the hottest stock in England was the Virginia Company of London. Instead of adding to their fame and fortune, wealthy investors gained several hard insights from this first company to go bust on American soil. Fame Is Not […]

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Vanguard

Vanguard Letter To Boards: Will Stick Follow?

On February 27, 2015 Vanguard sent out an important letter to many boards of directors of publicly traded companies. The letter, signed by Vanguard’s Chairman and CEO, exhorts directors to follow best practices to ensure that corporate resources are stewarded effectively. But what happens to those boards of directors who are stubbornly entrenched? (more…)

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Proxy Access: Keith Higgins Speaks on SEC’s (i)(9) Review

Yesterday (2/10/2015), Corp Fin Director Keith Higgins delivered this interesting speech entitled “Rule 14a-8: Conflicting Proposals, Conflicting Views.” There are some really interesting things in this speech on counterproposals, etc., although there isn’t much that helps those companies grappling with proxy access shareholder proposals this proxy season (but there is some, such as #6 below). […]

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Matt Illian

How RIAs Can Take the Lead on Corporate Governance

In his 1914 collection of essays called Other People’s Money and How the Bankers Use It, Louis Brandeis argued that powerful men such as J.P. Morgan leveraged unbalanced control of the public’s assets to their own benefit. One hundred years later, not much has changed. If Brandeis were alive today, you can be sure that he […]

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GroupThink

Groupthink in the Boardroom Context

Corporate boards are entrusted to make sound and informed business decisions on behalf of shareholders and to take their best interest into consideration. Decisions made at the board level are of strategic significance that may perhaps completely transform the future path of corporations. Examples of major strategic decisions include mergers and acquisitions, entering new markets, […]

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CSR Finance Institute

Introducing CSR Finance Institute

The Following is a guest post from Dr. Michael Hopkins,  Chair and Partner of MHC International Ltd (MHCi) a research and advisory company on CSR, employment and development. CSRFI is an MHCI subsidiary focusing upon CSR/Sustainability teaching and training. He has worked in and with the corporate sector, the United Nations, Academia and has held a […]

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OECD

OECD’s Draft Updated Principles Support Proxy Access

The OECD is inviting public comment on its draft updated Principles of Corporate Governance – last updated in 2004. These principles (first published in 1999) have long been among the most influential sources of corporate governance guidelines for regulators, stock exchanges, investors and companies world-wide, and continue to be referenced as a benchmark for good governance practices. (more…)

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PIRC

Shareholder Rights Get Snipped in Australia: Government Restricts Rarely Used Rule – just in case

The Australian Government is set to repeal an existing provision in the Corporations Act that allows 100 shareholders the flexibility to require a company to convene an extraordinary general meeting (EGM) to consider a resolution outside of the annual meeting process. Business lobbyists including the Business Council of Australia (BCA) and the Australia Institute of […]

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Global Proxy Watch (banner)

Whole Foods Market’s Sham Proxy Access Proposal

The following is a guest post from Aaron Bernstein. editor of Global Proxy Watch and a Senior Research Fellow at the Labor and Worklife Program at Harvard Law School. This piece originally appeared in the November 7, 2014 edition of GPW. I reformatted, added the title, graphics and ads. Let’s hope the SEC recognizes Whole Foods […]

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Bob Dreizler on Green Investing

Green Investing

What is Green Investing? “Green Investing” is the phrase I use to describe the process of aligning your investments with your values, social as well as environmental. Many people don’t know that they own companies in their mutual funds and retirement plans that conflict with their beliefs. Financial advisors who specialize in this area use […]

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CII Issues “Best-in-Class” Board Evaluation Disclosure

This recently released CII report highlights two suggested alternative approaches to company disclosure of the board evaluation process. The suggestions are based on CII’s informal survey of its members for “best-in-class” disclosure from 2013 and 2014 proxy statements. CII acknowledges that most companies have a board self-evaluation process and disclose that fact in their proxy statements, but indicates that investors […]

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Women on Boards opinion by country

Women on Corporate Boards: Global Trends for Promoting Diversity

We last explored the topic of gender diversity on boards, in particular the underrepresentation of women on them, late in 2012, but much has happened globally on the subject since then. More companies have adopted regulation on the issue that range from “comply-or-explain” rules to quotas for the percentage of women on boards. A 2014 Grant Thornton […]

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Corporate Political Spending Poll

Corporate Political Spending Disclosure: Strategic Communications Plan

In the absence of mandatory disclosure, companies are increasingly, voluntarily adopting disclosure policies for their corporate political spending – largely in response to pressure from shareholders, investor advocates, the media, political groups and others. In this article, Chuck Nathan suggests that voluntary disclosure may or likely will become the norm – at least among larger companies – within […]

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outsourcing the board

Outsourcing the Board Isn’t Warranted or Remedial

Based on a proposal discussed in a recent issue of the Stanford Law Review, this recent Economist article promotes outsourcing corporate boards as a solution to corporate governance failures of the type we have experienced historically. As proposed, outsourcing would consist of replacing individual directors with a new category of professional firms – identified as BSPs or Board Service […]

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Paul Marsland photo discusses proxy season

Rise of Pseudo-Rights: Proxy Season Review

Guest Proxy Season Review:  Paul Marsland is a regular panelist and contributor to publications on corporate governance issues and has served in a number of senior roles at PIRC Ltd the UK based corporate governance consultancy most recently as Head of Policy. Time to take stock of the proxy season. The proxy season means February in […]

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Niamh Brennan discusses What is Corporate Governance?

What is Corporate Governance?

In this guest post, first published by Business and Leadership on July 28, Niamh Brennan of the University College Dublin (UCD)  explains what the term corporate governance means. I’ve added a few links to her original. We have a host of other definitions for corporate governance in our Library but I like Professor Brennan’s reference to […]

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Hobby Lobby and Rented Humans

Thought experiment: Suppose the 21,000 employees of Hobby Lobby had been anonymously polled about whether their company should pay for insurance coverage for contraception, as required by the Affordable Care Act. Suppose the results showed that a comfortable majority, say 55 percent, believed — against the views of their leaders in management — in full […]

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Manifest

Proxy Advisor Role Clarified by SEC

The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on  the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms. (more…)

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Dan Boxer discusses why founders cede control

Founders Cede Control to Independent Boards: Why?

After founders have raised funds from friends and family, and in some cases, angels, the next round of capital is likely to come from professional investors, usually venture capital (VC). Unless the demand for an investment opportunity is so great as to allow the founders to dictate the terms, it is likely that VC investment […]

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Bartley Madden on capitalism

Video Friday: Bartley J. Madden on Capitalism

Guest Post: Bartley J. Madden. After a career in money management and related investment research that included the founding of Callard Madden & Associates, Madden retired as a Managing Director of Credit Suisse/Holt.  During his career he developed the CFROI valuation framework which is used today by money management firms worldwide.  He is currently an independent researcher […]

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Andrew Shapiro

Equal Energy Sale – Proxy Vote 50

Guest Post: Andrew Shapiro is Founder, President and Portfolio Manager of Lawndale Capital Management, an investment advisor that has managed activist hedge funds focused on small- and micro-cap companies for over 21 years, one of the longest periods of experience deploying an activist/relational investment strategy today. The following is a press release from Lawndale. I […]

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HarvardLogo

A Step Toward Responsible Investment @ Harvard

Guest Post: Dr. E. James M. Gifford, a Senior Fellow at the Initiative for Responsible Investment by way of Annie Olszewski, Research Associate at Initiative for Responsible Investment at the Harvard Kennedy School. This article was originally posted in the Harvard Crimson on May 28, 2014. Last month, Harvard University joined more than a thousand other global investment institutions that have signed the UN-supported […]

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