Don’t ignore the Wall Street protesters (Investment News, 10/17/2011) Unlikely as it is that the Occupy Wall Street agenda (whatever that turns out to be) will be adopted wholesale by Congress, advisers can be sure that the group’s intensive illumination of stratospheric executive compensation and bank bailouts will translate into a public mood more conducive […]
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SEC Abandons Celestial Reasoning, Divides Petition-Baby in Half
James McRitchie, 10/19/2011 ,
SEC Staff Legal Bulletin No. 14F (CF) finally addresses the issues of what is needed to evidence stock ownership for the purpose of filing a shareowner petition. It is obvious from first glance that shareowners whose broker or bank isn’t a DTC participant just got screwed. We will take the view going forward that, for […]
ISS Solicits Comments on 2012 Proxy Voting Policies
James McRitchie, 10/18/2011 ,
Institutional Shareholder Services Inc. (ISS) opened its comment period for their 2012 proxy voting policies. Institutional investors, corporate issuers, and governance market participants are invited to provide feedback on ISS’ policy updates until October 31. According to Martha Carter, ISS’ Head of Global Research, ISS firmly believes that incorporating multiple views on corporate governance issues is critical for effective policy formulation. The […]
No Innocent Shareowners #OWS: The Duty of Care
James McRitchie, 10/18/2011 ,
John Paulson, the hedge fund titan who made billions in the financial crisis by betting against the subprime mortgage market defends the 1%: “The top 1 percent of New Yorkers pay over 40 percent of all income taxes, providing huge benefits to everyone in our city and state.” “I don’t think we see ourselves as […]
Webinar: Proxy Access Private Ordering under Rule 14a-8
James McRitchie, 10/17/2011 ,
Blank Rome LLP and Laurel Hill Advisory Group, LLC are hosting a complimentary webinar on Tuesday, October 18, 2011, at 12:00 pm EST to discuss how to prepare for the “private ordering” of proxy access under the amended provisions of Rule 14a-8. Full details can be found at the attached link. Numerous issues and questions […]
Pay Ratios and Ratcheting
James McRitchie, 10/13/2011 ,
Daniel F. Pedrotty, AFL-CIO, posted Why CEO-to-Worker Pay Ratios Matter to Investors to the Harvard Law School Forum on Corporate Governance and Financial Regulations on Thursday August 11. I’ve been meaning to mention it since then, mostly so that I have it file on my blog for future reference. I’ve got almost 16 years of […]
Vote CorpGov.net to Top Business Law Blog
James McRitchie, 10/11/2011 ,
Help CorpGov.net get named to the Top 25 Business Law Blogs. Go directly to 2011 LexisNexis Top 25 Business Law Blogs. There you’ll find a list of more than 75 blogs. Many are excellent. Scroll all the way to the very bottom of the page and you’ll find a comment box. Each mention of CorpGov.net there is counted […]
Video Friday: Occupy Wall Street
James McRitchie, 10/07/2011 ,
Eliot Spitzer calls on Obama to support Occupy Wall Street. Noting that the movement is amassing support day by day, Spitzer hopes this will encourage President Obama – calling him “flat” on Wall Street and the economy – to speak with “a new and progressive voice.” Michael Moore states, “We oppose the way our economy […]
Will UNFI Go Virtual-Only Again? Not if Shareowners Just Say No
James McRitchie, 10/06/2011 ,
Ever since ownership and management diverged, owners have met with those to whom they entrust their business. They do so at least annually to learn how the business is doing, to communicate, and to exercise their rights as owners. Last year United Natural Foods, one of the companies in my portfolio, announced they were breaking from […]
Eric Jackson on Creating a Corporate Governance Spring
James McRitchie, 10/03/2011 ,
In 13 Tips for Starting An Arab Spring in Corporate America (Forbes, 9/26/2011), Eric Jackson of Ironfire Capital explains how he shook up Yahoo! in 2007 as a 100 shareowner activist. Read the highlights here; then read the original. Come up with a plan that other shareholders — especially the institutional shareholders — are going […]
Occupy Wall Street
James McRitchie, 09/30/2011 ,
The NY Transit Workers Union (TWU) Local 100 voted to join the protestors in the financial District of New York City, and so have the Verizon union members. Other unions, including the Teamsters (yes, those Teamsters who once supported Ronald Reagan) have issued public statements of support for Occupy Wall Street (OWS) protests… includes video […]
Anonymous Analytics Examines Corporate Governance
James McRitchie, 09/30/2011 ,
Anonymous is “a decentralized network of individuals focused on promoting access to information, free speech, and transparency. The group has made international headlines by exposing The Church of Scientology, supporting anti-corruption movements in Zimbabwe and India, and providing secure platforms for Iranian citizens to criticize their government.” Anonymous Analytics, a faction of Anonymous has moved […]
Proxy Access Goes Live!
James McRitchie, 09/21/2011 ,
From Broc Romanek at TheCorporateCounsel.net: The SEC’s release on lifting the Rule 14a-8 stay on proxy access shareholder proposals was published in the Federal Register – so it’s now “live.”
Wayback Machine: Ten Years Ago at CorpGov.net
James McRitchie, 09/18/2011 ,
Ten years ago this month I posted a review of Monks, Robert A. G., The New Global Investors: How Shareowners Can Unlock Sustainable Prosperity Worldwide, Capstone Publishing, 2001. “His perspective is that of an aristocratic shareholder activist, not a street demonstrator against the World Trade Organization… Monks appears to believe, and I agree, that corporate control has been […]
Corporate Spring
James McRitchie, 09/16/2011 ,
Ordinary people using Facebook and Twitter overturned dictators in Tunisia, Egypt and Libya. David Kirkpatrick of Techonomy Media, which promotes the integration of technology with business and social progress, writes “this social might is now moving toward your company… you’d better get out of their way—or learn to embrace them.” Gary Hamel, one of business’ […]
SEC Organizational Reforms
James McRitchie, 09/12/2011 ,
The Dodd–Frank Act directed the U.S. Securities and Exchange Commission (SEC) to engage an independent consultant to conduct a broad and independent assessment of the SEC’s internal operations, structure, funding, and the agency’s relationship with Self-Regulating Organizations (SROs). Issued in March 2011, the consultant’s study provided 16 optimization initiative recommendations designed to increase the SEC’s […]
SEC Fails to Appeal on Proxy Access
James McRitchie, 09/06/2011 ,
The SEC will not challenge the decision of the U.S. Court of Appeals for the District of Columbia Circuit, No. 10-1305, which struck down the agency’s rule to make it easier for shareowners to nominate directors to corporate boards. The announcement, made late on Tuesday by SEC Chairman Mary Schapiro, marks a major blow to large […]
Are Proxy Access Bylaws Legal?
James McRitchie, 02/13/2011 ,
The highly respected California attorney Keith Paul Bishop seems to think it could be argued, depending on the state of incorporation (Are Proxy Access Bylaws Legal?, Corporate and Securities Law, 12/8/2011). Most need no reminder that in 2009 Delaware enacted legislation, H.B. 19, 145th Gen. Assem. (Del. 2009), to explicitly authorize proxy access bylaws. Tit. 8, Del. Code § […]
Lewis Gilbert's Dividends and Democracy Still Timely
James McRitchie, 05/04/2010 ,
If you know anything about Lewis D. Gilbert, you probably know that when he attended his first shareowner’s meeting, at New York City’s Consolidated Gas Company in 1932, he was ignored by the chairman when trying to ask a question. Gilbert felt he had been “publicly humiliated by one of my own employees.” He quit […]