Does Corporate Governance Matter to Economic Development?

The editors of Corporate Governance and Development: Reform, Financial Systems and Legal Frameworks (The Crc Series on Competition, Regulation and Development), Thankom Gopinath Arun and John Turner answer with a resounding yes. As they indicate in their introduction, If finance matters for economic development, then corporate governance must also affect economic development for at least […]

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Review: An Islamic Perspective on Governance

An Islamic Perspective on Governance (New Horizons in Money and Finance) by Zafar Iqbal and Mervyn K. Lewis reads like a carefully constructed dissertation setting forth a theory of justice, taxation, government finance and accountability, governance and corruption grounded in Islam. Indeed, it originated as an academic piece and is unlikely to find the wide audience […]

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Moving Beyond Cycles of Regulation, Deregulation & Reregulation

The endless cycle of government regulation is explored in a new book, Regulation, Deregulation and Reregulation: Institutional Perspectives (Advances in New Institutional Analysis Series) by Michel Ghertman and Claude Menard. Contributors bring an international perspective, touching on a myriad of industries. While not directly focused on developing a post-subprime regulatory framework in the financial industry, […]

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Proxy Access: The Letters Are In

The deadline was August 17th, so the comment letters on proxy access have all been filed and posted. Many are well worth reading. If you don’t see yours posted, you might want to resubmit it. TIAA-CREF, one of the more conservative shareowner activists, calls on the Commission to raise the threshold to 5% for shareowners at all […]

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Archives: September 2009

Symantec’s Annual Shareholder Meeting Shareowners scored another victory with the passage of Kenneth Steiner’s measure to reduce the threshold for calling special meetings to 10% ownership, down from 25%. Matthew Rafat, working with the Investor Suffrage Movement, presented the proposal at Symantec’s meeting and posted a wonderful summary on Seeking Alpha (Notes from Symantec’s Annual Shareholder […]

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A Primer for Boards

Cornelis A. de Kluyver, an academic and practitioner with global experience, has written A Primer on Corporate Governance published by Business Expert Press. While not nearly as extensive as recent textbooks by Bob Tricker or Monks and Minow, this is a quick read that provides most of the basics for future directors and those who […]

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Overcoming Short-termism

The Aspen Institute has released a September 9, 2009 report, Overcoming Short-termism: A Call for a More Responsible Approach to Investment and Business Management. It is short and clear (6 pages) and comes at a very timely moment. Signed by a diverse group including Bogle, Buffet, Lipton, Lorsch, Millstein, Stout, Trumka and Wilcox, the recommendations attempt […]

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Archives: August 2009

Ponzi Pension Funds risk fraud, white collar crime, indictments, and staggering financial losses when manipulated by the Bernie Madoff’s of the world and others selling Ponzi schemes. Better to take a few preventative measures than to wake-up to headlines that you failed to meet your fiduciary responsibilities and may be found personally liable. In Are Mini-Madoffs Lurking […]

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Proxy Access

Les Greenberg and I petitioned the SEC for proxy access back in 2002, so we both have a longstanding interest in seeing a proposal move forward. The Council of Institutional Investors said our proposal “re-energized” the “debate over shareholder access to management proxy cards to nominate directors.” (See Equal Access – What Is It?) Of […]

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July 2009 News Archives

Mutual Funds: Pass Through Voting? Various studies have shown that mutual funds often place their own interest in asset gathering ahead of their fiduciary duties. After studying proxy voting by US funds, Jennifer S. Taub (of UMass) concludes one option might be to “borrow from British reforms by creating a uniform set of best practices […]

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ShareOwners.org Launched

Finally a social networking site that will actually accomplish something. Yes, you can “friend” people and post to their “wall.” However, you can also send a powerful message to Congress that shareowners are mad about the lack of accountability and poor regulatory framework for corporations. Shareowners.org promises to provide a central core network for involvement […]

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Yale Governance Forum June 2009: Restoring Trust

Prior to the Forum, I attended a reception honoring the Rising Stars of Corporate Governance for 2009. Those included in the photo are (left to right, top to bottom): Evelynne Change, Coordinator for Corporate Governance, African Peer Review Mechanism (APRM) Secretariat, New Partnership for Africa’s Development (NEPAD) George Anderson, Partner, Tapestry Networks Elizabeth Ising, Associate […]

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CalSTRS Breaking Ground with Broadridge and ProxyDemocracy

Yes, the huge California teachers fund is moving into a beautiful new headquarters building along the Sacramento River on June 22, but more importantly they are also taken what Gary Lutin, of the Shareholder Forum, says is "a major step in the development of a clearinghouse for shareholder voting recommendations." CalSTRS has become the first […]

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Proxy Access and Hybrid Boards

The Chamber of Commerce opposes the SEC’s proposals on proxy access, claiming that such decisions reside within individual states. “No compelling reason exists to overturn the long-standing state law role in controlling the substantive rules regarding director election,” wrote the Chamber’s Richard Murray in a letter to Schapiro. “Pursuit of a federal right to access […]

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Support Petition to Keep Blank Votes Blank

This morning, the SEC held a hearing on proxy access. By a three to two vote, Commissioners voted for proxy access. Democracy in corporate governance will dramatically improve with our right to nominate and elect directors, even if limited to 25% of the board. Directors may actually begin to feel dependent on the will of […]

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Corporate Governance: Principles, Policies and Practices

Bob Tricker helped introduce many of us to corporate governance as a field. His 1984 long out of print, Corporate Governance: Practices, Procedures and Powers in British Companies and their Boards of Directors was first to include the phrase "corporate governance" in the title. His definition of the term, even then, was spot-on: "The governance […]

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Women on Corporate Boards of Directors

Women on Corporate Boards of Directors: International Research and Practice, edited by Susan Vinnicombe, Val Singh, Ronald J. Burke, Diana Bilimoria, and Morten Huse presents an excellent set of worldwide research on progress, strategies, results, and challenges. Overall, progress seems to be glacial but more pronounced in European countries, such as Norway with legislated quotas. […]

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Will the Chamber be Respected in the Morning?

The U.S. Chamber of Commerce is the world’s largest business federation representing 3 million businesses of all sizes, sectors, and regions, as well as state and local chambers and industry associations. More than 96% of U.S. Chamber members are small businesses with 100 employees or fewer. Today, they are challenging the SEC’s power to grant […]

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April 2009 Special News Supplement: Ceres 2009

I hadn’t been to a Ceres conference in far too long. This national network of investors, companies, environmental organizations and other public interest groups working to address sustainability challenges such as global climate change is celebrating its 20th anniversary. While most continue using a model of unsustainable growth, Ceres members push forward. Just a few […]

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Mutual Fund Voting

Rank Fund Family Score 1 (tie) Templeton 7 1 (tie) Oppenheimer 7 3 (tie) T. Rowe Price 7.67 3 (tie) AIM 7.67 5 (tie) Schwab 8 5 (tie) JP Morgan 8 7 Janus 9 8 American Century 10.67 9 Legg Mason 11 10 Federated 11.33 11 Franklin 11.67 12 Morgan Stanley 13 13 Van Kampen […]

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Japan's Example

Will America experience a “lost decade” of economic stagnation like Japan in the 1990s? Will Obama’s strategy of “grow now, ask questions later” to jump-start consumption lead to a sustained uptick or a bigger bubble later? Corporate Governance in the 21st Century: Japan’s Gradual Transformation by Nottage, Wolff and Anderson doesn’t give direct answers, but […]

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Rights of Public Shareholders

Lawrence E. Mitchell just published a very thoughtful paper, The Legitimate Rights of Public Shareholders. He argues that shareholders don’t contribute capital to finance industrial production but are, instead, net consumers. Since their investment incentives "significantly distort the behavior of corporate managers," leading CEOs to value stock price at the expense of long-term business health, […]

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Corporate Rescue Law

With the growing number of bankruptcies in industries ranging from financial, manufacturing, to retail, what could be more timely than Corporate Rescue Law – an Anglo-American Perspective? Gerard McCormak’s review of practices in the two countries concludes there is more convergence than is generally recognized. the us moving is in a UK direction with regard […]

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India Funds Investor Activism

India’s Securities and Exchange Board of India (Sebi) will offer financial help, as “investor education and related activities,” to select investor rights groups fighting court battles against listed companies and market intermediaries such as brokerages. “Funding will be considered on a case-to-case basis,” said a senior Sebi official, who did not want to be identified. […]

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They Lie to the SEC Without Consequence

Andrea Romi, a doctoral candidate at the University of Arkansas’ Sam M. Walton College of Business, examined the SEC filings of 309 companies that received notice from the Environmental Protection Agency between 1996 and 2005 that they should expect to pay at least $100,000 in fines – the minimum amount required for disclosure by SEC […]

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January 2009 Special News Supplement: Directors Forum 2009

The conference opened with a great dinner and a fascinating keynote speech by Jim Chanos, founder and managing partner of Kynikos Associates, the world’s biggest short-seller. In introducing him, conference co-host Larry Stambaugh proudly held up a copy of the Financial Times from two days earlier that had Chanos’ picture not only above the fold […]

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News: December 2008

Corporate Governance Alliance Digest The December 29th issue of The Corporate Governance Alliance Digest is out. Eleanor Bloxham, CEO of The Value Alliance and Corporate Governance Alliance, offers up challenges to boards, policymakers, institutional investors, audit professionals, compensation professionals and “everyone.” Lots of excellent advice on disclosure, compensation and other timely concerns. Subscribe to the Digest for free. […]

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Financial Darwinism book cover

Financial Darwinism

Just as global climate change has increasingly brought us more frequent “once in a century” weather events, increased competition and economic globalization have resulted in lower margins, increased commodification, and increased risk – leading to a similar pattern of economic volatility centered around our financial institutions. Leo M. Tilman’s Financial Darwinism: Create Value or Self-Destruct in […]

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Archives: November 2008

Noteworthy What Will TARP Bring? (RMG, 11/24/08), see especially comments from Connecticut State Treasurer Denise Nappier Issues to Consider: Special Meetings to Authorize TARP Preferred Stock(TheCorporateCounsel.net Blog, 11/25/08). Most companies don’t have the authority to issue preferred shares under their charter and are scrambling to file preliminary proxy materials for a special meeting to obtain shareholder […]

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