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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The Speculation Economy

The Speculation Economy: How Finance Triumphed Over Industry

Lawrence Mitchell chronicles the formative era of what he calls The Speculation Economy between 1897 and 1919 when the American corporate landscape shifted from independent factories controlled by entrepreneurs to one driven by financiers, promoters, and business managers focused on the stock price – “stock market capitalism” – where more is made from legal and financial manipulation […]

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The Failure of Corporate Law

The Failure of Corporate Law

Kent Greenfield’s The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities posits that corporation law shouldn’t be thought of as “private” law, which governs the relationships of individuals, but as a branch of “public” law, such as constitutional, tax, or environmental law. Corporations are sanctioned by the state and our goals for them should include […]

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The Failure of Corporate Law

The Failure of Corporate Law

Kent Greenfield’s The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities posits that corporation law shouldn’t be thought of as “private” law, which governs the relationships of individuals, but as a branch of “public” law, such as constitutional, tax, or environmental law. Corporations are sanctioned by the state and our goals for them should include more […]

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October 2008

Bankers Billions Analysis by Ryan Bubb and Alex Kaufman suggests that “policies that expand the share of mutual firms in markets in which consumer biases cause social costs or undesirable redistribution may be normatively attractive, even if, as some scholars believe, mutual firms tend to operate less efficiently than do for-profits. For example, policies that […]

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September 2008

Abstentions Grow In a response to Ram Trust Services to a letter about 13 years earlier, Harvey Pitt, former head of the SEC, noted, “An investment adviser must exercise its responsibility to vote the shares of its clients in a manner that is consistent with its fiduciary duties under federal and state law to act in the […]

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August 2008

PSLRA Under False Attack J. Brown begins another interesting series of comments… this time on the Chamber’s attack on the PSLRA entitled, Securities Class Action Litigation: The Problem, Its Impact, and The Path to Reform. The reason for the Chamber’s urgency, according to Brown, is that Democrats are likely to take more seats in Congress with […]

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July 2008

ESG Gaining Acceptance Since 2005, KLD has studied the S&P 100’s sustainability reporting practices for the Sustainable Investment Research Analyst Network, a working group of the Social Investment Forum. The 2008 Sustainability Report Comparison reveals encouraging news. Of the 100 largest U.S. publicly-traded companies, 86 maintain corporate sustainability websites and 49 produced sustainability reports in 2007. These numbers represent significant progress […]

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July 2008 Institute of Internal Auditors International Conference

July 2008 Institute of Internal Auditors International Conference The July 6-9, 2008 gathering of internal auditors attracted 3,000 from around the globe. I sat with auditors from every continent except Antarctica working for businesses, governments and nonprofits. General session speakers were shown on four screens at San Francisco’s Moscone Center West to ensure everyone had […]

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March 2008

Friday Humor Once upon a time there was a shepherd looking after his sheep on the edge of a deserted road. Suddenly a brand new Jeep Cherokee screeches to a halt next to him. The driver, a young man dressed in a Brioni suit, Cerrutti shoes, Ray-Ban glasses, and a YSL tie gets out and […]

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Corpocracy and How to Get Our Democracy Back

One book on corporate governance made Ralph Nader’s list of Nine Books That Make a Difference: A Reading List for the Holidays. Here’s his brief review: Corpocracy by Robert A.G. Monks (Wiley Publishers) summarizes its main theme on the book’s cover-“How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine-and How to Get […]

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Archives: November 1997

A study by Cotter, Shivdasani and Zenner, reported in the November issue of Directorship, found that returns to a target firm’s stockholders were 20% higher when their board was independent than when a majority of directors were insiders or outsiders with ties. The same issue also carries an article by Robert Heidrick on making director evaluations work. […]

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Making IT Governance Work

Making IT Governance Work

Making IT Governance Work in a Sarbanes-Oxley World by Jaap Bloem, Menno van Doorn and Piyush Mittal presents a clear view that integrates corporate governance to IT governance. With 50% of all capital investment going into IT, it is critical that legal compliance be built in. This book discusses the issues and common misconceptions. Then […]

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