July 2005

Wyser-Pratte to Launch Fund The hard charging ex-marine with the German-sounding French name, Guy Wyser-Pratte, is plunging his investment activism full throttle into the limited arena of corporate governance-dedicated investment funds. Wyser-Pratte plans to launch the publicly listed Wyser-Pratte Euro Value Fund this September. Everyone wants to see investors get rewarded for backing companies striving to […]

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The False Promise of Pay for Performance

Many, including this reviewer, called Bebchuk and Fried’s Pay without Performance: The Unfulfilled Promise of Executive Compensation the best corporate governance book of 2004. James McConvill’s The False Promise of Pay for Performance: Embracing a Postive Model of the Company Executive, largely a critique of Pay Without Performance, deserves similar attention. Bebchuk and Fried clearly […]

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June 2005

Chevedden Proposal to Boeing Shareholder proposal (under Rule 14a-8) submitted to Boeing today in response to Boeing announcing that Mr. James McNerney will be Boeing’s new everything – chief executive, chairman and president. [June 30, 2005] 3 –Chairman of Our Board to Have Oversight Responsibilities Only Stockholders request that our Board of Directors change our […]

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Review: Joel Bakan’s The Corporation

The Corporation: The Pathological Pursuit of Profit and Power by Joel Bakan is a book as well as a documentary movie. No, the movie isn’t as entertaining as recent documentaries by Michael Moore but Bakan isn’t overtly trying to influence current elections. Bakan briefly describes the historical evolution of the corporation from its small beginnings […]

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May 2005

Enhancing Decision-Making Symmetry by Endorsing All Powers to the Full Board by Dr. Darlene M. Andert CMC CFM The theme of the 6th International Conference for Corporate Governancewas “Making Corporate Governance Decisions that Work,” which is an important topic the future of corporate governance. Clearly the Disney case, as well as other recent cases, indicates that the […]

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April 2005

Majority Vote on Move Lowe’s and Dillard’s are likely to allow shareholders to remove Boot out directors who fail to win a majority of shareholder votes. The companies agreed to make the change after the United Brotherhood of Carpenters withdraw shareholder resolutions seeking the new standard. BusinessWeek reports Dillard’s is expected to seek board approval […]

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Governance and Ownership

Governance and Ownership (Corporate Governance in the New Global Economy Series), Robert Watson, editor (Edward Elgar, 2005). This is an excellent collection of 20 papers, most published in the late 1990s, enhances our understanding of the relationships between ownership corporate ownership governance. Issues investigated include: diversity of ownership forms and corporate control implications effectiveness of […]

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February 2005

SEC’s Open Ballot Proposal Officially Dead The SEC’s decision to issue “no action” letters concerning shareholder proposals at Verizon, Qwest and Halliburton appears to signal the final death of the SEC proposal to grant shareholder access to the corporate proxy for the purpose of nominating directors in very limited circumstances. American Federation of State, County […]

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January 2005

Pension Funds Come Out Swinging Several hours before President Bush made Social Security reform the cornerstone of his State of the Union address, California Treasurer Phil Angelides, New York Comptroller Alan Hevesi, North Carolina Treasurer Richard Moore, corporate governance expert Nell Minow, and acting CalPERS President Rob Feckner held a press conference to criticize Governor Schwarzenegger’s […]

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Best Book of 2004

Pay Without Performance Pay Without Performance: The Unfulfilled Promise of Executive Compensation was the best book published in 2004 in the field of corporate governance. Lucian Bebchuk and Jesse Fried focus on one aspect of corporate governance, executive pay, and clearly demonstrate that many features of executive pay are better explained as a result of […]

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Corporate Governance: Law, Theory and Policy

Corporate Governance: Law, Theory, And Policy

Corporate Governance: Law, Theory and Policy, edited by Thomas W. Joo (Carolina Academic Press 2004), this excellent reader on corporate governance presents a cross section of mostly academic perspectives on important current issues, including: the role of the corporation, balancing interests, state and federal law, shareholder litigation, criminal and regulatory law, shareholder voice, board composition, […]

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International Corporate Governance Review 2005

The 3rd edition of Corporate Governance Review brings together the thoughts of industry experts and regulators, making the review the essential reference tool. The Review focuses on major cross-border topics and developing global trends. Contributors include practitioners from the OECD, EBRD, and the IFC. The review also features regional and country-by-country reviews and a detailed […]

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December 2004

Calvert Continues Push for Women’s Principles According to Barbara J. Krumsiek, CEO of Calvert Group, the nation’s largest family of “socially responsible” mutual funds, 9,000 board seats will be opening up during the next two years. Sarbanes-Oxley’s requirements for increasingly “independent” boars has created “an unprecedented opportunity” for diversity. In 2004, Calvert filed seven resolutions […]

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Pay Without Performance

Pay Without Performance

Pay without Performance: The Unfulfilled Promise of Executive Compensation was the best book published in 2004 in the field of corporate governance. Lucian Bebchuk and Jesse Fried focus on one aspect of corporate governance, executive pay, and clearly demonstrate that many features of executive pay are better explained as a result of shear managerial power, […]

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November 2004

Monks Pessimistic on Governance Reforms In an interview published in the Nov-Dec/2004 issue of The Corporate Board, Robert A.G. Monks, probably the most influential corporate governance leader, expressed his opinion that most of the recent reforms, including Sarbanes-Oxley, have been “box-ticking.” “Genuine change has been persistently obstructed.” Pressed on Sarbanes-Oxley, Monks did admit it contained two […]

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October 2004

Disney Moves For No-Action Walt Disney Co. (DIS) has notified the SEC it intends to exclude the shareholder resolution to allow shareholder nominees on thie proxy from its 2005 ballot, arguing the proponents are out of legal bounds, according to a report in WSJ ( Disney Seeks To Thwart Pension-Fund Bid For Vote On Dir., 10/28/04) “The […]

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September 2004

Losing? Change the Rules That appears to be the thinking of Sparton Corporation (SPA). The electronics-manufacturing company held a special meeting on 9/24/04 but when it didn’t get the results it wanted, they decided to abruptly adjourn and postpone the vote for three weeks “to permit the balance of unvoted shareowners to express their votes.” […]

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RecurrentCrisis

The Recurrent Crisis in Corporate Governance

 The Recurrent Crisis in Corporate Governance pushes the edge of mainstream thought in this growing discipline. Authors Paul W. MacAvoy and Ira M. Millstein, giants in the field, have well deserved reputations as practitioners and scholars. This thin volume will quickly guide the course for progressive board members concerned with building solid companies, rather than […]

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August 2004

ESOPs Beneficial Nearly nine out of 10 (88%) companies said creating employee ownership through an ESOP (employee stockownership plan) was “a good decision that has helped the company.” Asked to quantify how the presence of an ESOP improved business performance, 65% of survey respondents indicated a better performance in 2003 relative to 2002, according to […]

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July 2004

Broadcom Settlement Pushes Democratic Corporate Governance Under the settlement agreement, the cable modem chip maker will be one of only a few US companies that guarantee a board member will be nominated directly by its shareholders. The agreement gives shareholders the ability to nominate candidates for one seat on the board, requires the board to […]

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June 2004

American Firms Scarce at UN After going it almost alone in Iraq, with a “coalition of the willing,” both George W. Bush and John Kerry appear to recognize the need to work with the Uited Nations and broad coalitions. When will American corporations learn the same lesson? Just 70 of the 1,500 companies that have […]

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May 2004

Buy Side Managers Favor SEC Proposal Despite opposition from the Business Roundtable, nearly 80% of the 120 buy side portfolio managers and research professionals surveyed by Broadgate Consultants, Inc., believe the SEC’s proposals to give shareholders more power to nominate corporate board directors is a good step toward better governance. About three-quarters of respondents believed […]

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April 2004

Self-Dealing at CalPERS That appears to be the accusation of Neil Weinberg’s article,Sanctimonious in Sacramento, in Forbes magazine. This proxy season it is opposing some or all directors at 90% of the firms whose shares it owns. Yet, Weinberg contends “if the pension fund itself were held to the same standards it demands of corporate […]

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February 2004

Volume 12, Number 1 Corporate Governance: An International Review remains the world’s premiere academic journal on the subject under Christine Mallin’s capable editorial hands. The January 2004 edition includes a review of corporate governance rating services by Howard Sherman of GovernanceMetrics International and Nick Bradley of Standard & Poor’s Governance Services group, as well as reviews of tools and rating […]

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January 2004

Corporate Monitoring Project The Corporate Monitoring Project has moved its headquarters from San Francisco to Vancouver, Canada. While broadening its focus to include Canadian companies, CorpMon.com promises to continue their primary emphasis on improving corporate governance in the USA. Their latest newsletter outlines the following developments: Three innovative shareowner proposals that have so far been submitted to six companies […]

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December 2003

Suing is Not the Answer In October, the SEC proposed a rule that would give shareholders access to company proxy ballots if a majority vote to approve a shareholder-access plan proposed by 1% or more of the company’s shareholders or if 35% of holders withhold votes for one or more board candidates. If either of […]

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November 2003

Shorting and News Searches Get Easier The SEC announced a rule to make it easier for investors to short a stock by eliminating the “uptick” rule, which bans short selling on a stock when the price is falling. The initial rule would apply to 300 companies over a two year period. In an unrelated item, […]

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October 2003

Christian Science Monitor Says Proposed SEC Hurdles Too Steep In a 10/31 commentary entitled Shareholder Power, the CSM recounts the proposed triggers that would allow shareholders to nominate a token member or two to most boards. “One trigger would be if more than 35 percent of shareholders vote to ‘withhold’ approval of a board-approved candidate. Another […]

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