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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September 2003

Investment in Asia and Emerging Markets Up Global investors have begun to move back into Asian markets, with $14 billion (US) dollars pumped into China, Hong Kong, Taiwan and Singapore in the first 8 months of 2003, compared with less than $10 billion raised during all of 2002. Cross-border capital flows into developing countries plunged […]

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August 2003

Asian Business Dialogue on Corporate Governance 2003 The Asian Corporate Governance Association will hold its Third Annual Conference–the “Asian Business Dialogue on Corporate Governance 2003”–on Thursday, October 16, 2003 at the Ritz Carlton in Hong Kong. For a list of featured speakers and registraiton information, see the ACGA site. WorldCom Reforms WorldCom court settlement of fraud […]

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July 2003

SRI Tilted Indexes Gain 1% A simulation by Innovest for a major US pension fund found that a slight “tilt” toward certain SRI criteria resulted in gains averaging 1% for five of six portfolios, with the one fund only underperforming by 0.04%. The Innovest results directly contradicted the findings of a recently publicized study from […]

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June 2003

Independence? The spring edition of Strategy + Business, a quarterly sponsored by consulting firm Booz Allen Hamilton, carries an article titled “Corporate Governance: Hard Facts about Soft Behaviors. The authors argue against mandatory rules, such as having independent directors, since data supporting the value of independent directors has been inconclusive. Instead, companies should focus on soft […]

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May 2003

BRT Leads Opposition The Financial Times reports “the most powerful business lobby group in the US plans to ask the Securities Exchange Commission to delay sweeping reforms that investors say will improve shareholder democracy. Public and union pension funds, as well as individual investors, hope the SEC will change rules on proxy filings to make it easier […]

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April 2003

California Supreme Court Ruled CalPERS in Violation The California Supreme Court has ruled that CalPERS violated several state laws. The decision also extends to CalSTRS, the nation’s 3rd largest pension fund. According to the press, the justices let stand a January appeals court ruling in a lawsuit brought by former state Controller Kathleen Connell who […]

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February 2002

Employees, Our Most Important Resource Most companies say their employees are their most important resource. Yet, they pay their CEOs more that 500 times the average worker. Successful companies with employees stock ownership plans (ESOPs) far outnumber those whose ESOPs have failed, employee ownership advocates point out. According to data from the National Center for Employee […]

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October 2002

Webster Named The US Securities and Exchange Commission voted to approve five members of a new national accounting oversight board to be headed by ex-FBI-CIA chief William Webster whose only experience in accounting, as far as we know, was heading the auditing committee of U.S. Technologies, now bankrupt and facing fraud accusations. Shortly before Webster […]

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September 2002

CorpGov Bites How the Corporate Landscape Is Changing. CFO.com outlines the prospects for pages of corporate governance reforms. Providence Capital to another institutional shareholders meeting. This one will focus on Healthsouth (NYSE: HRC). Items on the agenda include Medicare issues, current leadership and business strategy, the Company’s corporate governance and the host of lawsuits recently […]

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August 2002

Board Services Grow Houlihan Lokey Howard & Zukin introduced a new Board of Directors Advisory Service to support outside directors with their increasingly demanding fiduciary duties. Houlihan Lokey will assign a team of investment bankers to provide information, analysis and advice to board members. The Service will review information supplied by clients, analyze the companyís financial […]

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July 2002

Last Chance to Comment on NYSE Proposed Changes to Listing Standards The New York Stock Exchange released recommendations from its Corporate Accountability and Listing Standards Committee, which propose new standards and changes in corporate governance and disclosure practices of NYSE-listed companies.See press release. See written comments. Write to help restore investor trust and confidence. Comments are due on August 1st. Below […]

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June 2002

CalPERS Fails to Act on Expensing Options “Stock options should not be treated as a business expense,” California’s Governor Gray Davis told the Silicon Valley Manufacturing Group at their board meeting in San Jose. (Davis backs tech firms on options, SFGate.com, 6/13) No Davis doesn’t hold much influence with the SEC or the Financial Accounting […]

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May 2002

Monitoring By Shareholders Pays Research by Peter Wright of the University of Memphis, Mark Kroll of Louisiana Tech University, and Detelin Elenkov of the University of Tennessee, Knoxville recently found that in actively monitored companies, CEO pay raises connected to major acquisitions tend to reflect improved company performance. In laxly monitored companies, they tend to […]

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April 2002

ExxonMobil A major study from Claros Consulting will show that ExxonMobil’s attitude towards global warming could cost the company’s shareholders billions of dollars in coming years. The Claros Consulting report finds that ExxonMobil’s climate-change strategy involves unnecessary risks and missed opportunities – and is helping its competitors more than ExxonMobil itself. Commissioned by shareholder activist […]

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March 2002

Kennesaw Weighs in on Corporate Goverance Reforms Enron, Global Crossing and other recent debacles have stirred a great deal of thinking in recent months. Kennesaw State University’s Corporate Governance Center released a set of17 principles “to advance the current dialogue and to promote investor, stakeholder, and financial statement user interests.” Dana R. Hermanson, Director of Research, notes “we […]

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February 2002

End to Political Contributions BP, the world’s third-largest oil company, announced it will halt all of its political contributions worldwide, possibly motivated to avoid accusations of influence peddling in the era of Enron. BP CEO Sir John Browne said the company would continue to engage in policy debate, but would not fund any political activity […]

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The Divine Right of Capital

The Divine Right of Capital: New Corporate Paradigm?

Marjorie Kelly’s The Divine Right of Capital (link) offers insights in a readable style (favorably compared to Tom Paine by one prominent reviewer) and the beginnings of a viable alternative. After Enron, WorldCom and dozens of other frauds, the time may be ripe for a new corporate paradigm. Certainly, mistrust of the current system is at an all […]

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January 2002

2002 Proxy Season Preview and Briefing IRRC will provide an overview and detailed information on corporate governance and social responsibility issues facing corporations and their shareholders in the United States and abroad during the 2002 proxy season. A number of new shareholder initiatives are in the works for 2002, promising a particularly interesting year, and […]

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