Archive | history of corporate governance

ISS Sues SEC - Gary Retelny CEO of ISS

ISS Sues SEC

ISS sues SEC is now “old” news, but I was on vacation when they did so on October 30, 2019, and have been busy since then. This post is primarily for my own future reference. Since the action is historically significant, I may want to reference it in the future. This post on CorpGov.net I […]

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Gadfly Importance Key - McRitchie

Gadfly Importance Key to Democratic CorpGov

Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]

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Investment Advisers Allison Lee

Investment Advisers SEC Clarification: Allison Lee

Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]

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Small Shareholders

Small Shareholders Critical to Democracy

Some corporations and lobbying organizations claim small shareholders (Chevedden, McRitchie/Young, and the Steiners) submit 40% of proposals, most fail and we are forcing companies to waste money. Actually, small shareholders are critical to democracy.  This is an old complaint. A 1947 hearing on proxy rules before a House Committee charged shareholder proposal rules would provide a […]

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Nell Minow

Nell Minow: Only Corporate Governance Can Save the World

Nell Minow is one of my heroes. Her 1991 book with Bob Monks, Power and Accountability: Restoring the Balances of Power Between Corporations and Society, helped me give a name and framework to what I thought was the world’s most important overlooked problem — corporate governance. During the last 27 years, I have never met […]

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Lynn Stout

Lynn Stout Dead at Age 61

Lynn Stout died of cancer Monday at age 61, as reported by Global Proxy Watch. The Cornell law professor was an irrepressible advocate for the idea that boards have obligations to all stakeholders, not just shareowners, expressed forcefully in a 2012 book called The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public. Although the […]

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HR 4015

Maxine Waters Opposes HR 4015 Proxy Advisors

HR 4015 Statement of Opposition HR 4015 was opposed yesterday by Congresswoman Maxine Waters (D-CA), Ranking Member of the Committee on Financial Services. She gave the following floor statement in opposition to HR 4015, a bill that would undermine sound corporate governance: Mr. Speaker, HR 4015, the so-called Corporate Governance Reform and Transparency Act, would […]

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SSGA: Tired of the Bull During International Women's Day

International Women’s Day

International Women’s Day and Corporate Governance. Progress on gender diversity in boardrooms and executive suites is slow in North America and many other parts of the world. Ahead of today’s International Women’s Day (March 8) SHARE and SSGA have taken dramatic action. The Women Corporate Directors Foundation can also take credit on this International Women’s Day.Where […]

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The Handbook of Board Governance - book cover

The Handbook of Board Governance: Part 4

I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 4 of the book, The Rise of Shareholder Accountability. As a shareholder advocate, this is my favorite part of The Handbook of Board Governance. See prior introductory comments and those on Part 1, Part 2 and […]

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Commonsense Principles of Corporate Governance. JPMorgan Chase CEO Jamie Dimon and a group of influential leaders in business and finance have joined to develop a set of "commonsense" principles that institutional investors and governance advisers are mostly applauding. (Photo by Mark Wilson/Getty Images and used by Wahington Post)

Commonsense Principles: Ground Floor

The so-called Commonsense Principles of Corporate Governance are posted here mostly for my future reference, since I don’t know how long others will keep them on the internet. The authors are no radicals, but are a group of 13 executives from the country’s largest public companies and institutional investors… very much mainstream CEOs. Almost half hold both […]

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Foiled Without Binding Proxy Access Proposals

Foiled Without Binding Proxy Access Proposals

There will be no rush to binding proxy access proposals, thanks to a July 21 denial of a no-action request filed by H&R Block. Corporations (HRB) continue with Wile E. Coyote type plots to derail genuine proxy access. See this incoming no-action request from Microsoft (MFST). However, in the case of H&R Block we foiled the […]

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Proxy Cards

Proxy Cards Must be Impartially Labeled

Proxy cards must be impartially labeled, according to the Securities and Exchange Commission (SEC). Rule 14a-4(a)(3) requires that proxies “identify clearly and impartially each separate matter intended to be acted upon.” (Guidance) Over and over again during the last twenty years I have written to the SEC asking them to enforce this rule on proxy […]

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‘Substantial Implementation’ Will Backfire

Substantial implementation, that’s the deception companies have been arguing in order to obtain ‘no-action’ relief under SEC Rule 14a-8(i)(10) after implementing proxy access ‘lite.’ Law firms have been touting recent no-action letters released on February 12, with more in March  2016. It looks like a clear win for entrenched managers and directors for implementing only proxy […]

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Ira Millstein

Video Friday: Ira Millstein on Corporate Governance

The Open Mind: Corporate Governance a decade later Although taped on 4/20/2006, this interview with Ira Millstein, Senior Partner, Weil, Gotshal & Manges, was not posted to YouTube until this month. Millstein discusses corporations, corruption, and regulation.  Listen and learn about changes that have been made and some of what remains to be done. In […]

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Mr. Peabodys WayBackMachine

Wayback: Five, Ten and Fifteen Years Ago in Corporate Governance

Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Five years ago in Corporate Governance In the year-end reflections two contributing factors deserve more attention. First, “prophetic warnings” from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford […]

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Bob Tricker

Video Friday: Bob Tricker on Corporate Governance – Principles, Policies and Practices Part 2

We studied ‘corporate governance’ but never new its name until Bob Tricker defined the field. Discussions all over the world took on new meaning. Thirty years later, he is still in the vanguard of ensuring effective performance and social accountability, rooted in rigorous research. Governance is the defining issue of the 21st century and Bob Tricker our most […]

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Mr. Peabodys WayBackMachine

October 2014: 5, 10, 15 & 20 Years Ago in Corporate Governance

Corporate Governance Publisher’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.  […]

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Mr. Peabodys WayBackMachine

August: 5, 10 & 15 Years Ago in Corporate Governance

Corporate Governance Publisher’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.  […]

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July 2014: 5, 10 & 15 Years Ago in Corporate Governance

Corporate Governance Publisher’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 […]

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MSCI logo

MSCI to Acquire GMI Ratings

MSCI Inc. (MSCI) announced it has agreed to acquire GMI Ratings, a provider of ESG (environmental, social and governance) ratings and research to institutional investors, through its subsidiary MSCI ESG Research Inc. The transaction is expected to close in the third quarter, subject to customary closing conditions. Said Remy Briand, Managing Director and Head of […]

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Mr. Peabodys WayBackMachine

Corporate Governance WABAC Machine

Corporate Governance Publisher’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 […]

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CalPERS

CalPERS Makes History @ Nabors

CalPERS today announced that the System’s shareowner proposal at Nabors Industries $NBR recommending that the company change its proxy voting methodologies passed with the support of a majority of shares voted. CalPERS sought the changes to ensure equality and fairness in the manner in which Nabors counts votes cast on proxy proposals at its annual […]

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GlynHolton

Video Friday: The First Mutual Funds

Glyn Holton interviews Michael Yogg, author of the new book Passion for Reality: The Extraordinary Life of the Investing Pioneer Paul Cabot (Columbia Business School Publishing). Its about Paul Cabot, a pioneer of the mutual fund industry. In 1920s Boston, Cabot cofounded State Street Investment Corporation, one of the first open-ended mutual funds. (more…)

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Heidi Soumerai’s Remarks at EMC Annual Meeting

Here’s an example of classy questioning at an AGM.  Thanks to Ms. Soumerai for allowing me to reprint here. Good morning Mr. Tucci, members of the board, and fellow shareholders. My name is Heidi Soumerai and I am the Director of ESG Research at Walden Asset Management, a division of Boston Trust & Investment Management […]

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SEC Commissioner Wants to Muzzle Shareowners

In a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance. Gallagher opened his attack by stating,  Activist investors and corporate gadflies have used […]

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Getting Women on to Corporate Boards

Review: Getting Women on to Corporate Boards

This slim but informative volume contains contributions from practitioners, policy-makers, principle-setters, advocacy groups and researchers on gender balance in the boardroom, the outcomes of the Norwegian quota law and its snowball effects in other countries. The book came out of a Think Tank organized in Oslo in March 2011. The Norwegian quota law demanded a […]

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Video Friday: Margaret Blair – Making The Hard Call: The Unheralded Role of Corporate Boards of Directors

The UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of […]

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