Rich Koppes, beloved husband, father, grandfather, brother, uncle, cousin, and dear friend to many, passed away on September 9, 2025. He was 79 years old. Born on August 20, 1946, in Norfolk, Virginia, to his loving parents, William and Mary Ann Koppes, He grew up in Lakewood, California, and for the past 53 years made […]
Virtual Shareholder Meetings 2021. The Report of the 2020 Multi-Stakeholder Working Group on Practices for Virtual Shareholder Meetings came out about a month ago. I (James McRitchie) was happy to participate in the group, which did a good job of considering diverse views. Kudos to Amy Borrus, Darla Stuckey, and Doug Chia. My major contribution ensured […]
The CEO Pay Machine: How it Trashes America and How to Stop it (Amazon) by Steven Clifford should be mandatory reading for all compensation committees and those who vote proxies for large funds. The book is easily read and understood by the layperson. It also includes the fact-based evidence needed to convince fiduciaries that voting against […]
Tone at the Bottom: Governance Lessons from Wells Fargo That was the advertised title for the program co-sponsored by the Rock Center for Corporate Governance and the Silicon Valley Directors Exchange. (Sign up to be on the SVDX mailing list.) After the program, I am still not convinced the real governance lesson from Wells Fargo (ticker: […]
FirstMerit (FMER) included a management proposal for proxy access in their annual meeting agenda and excluded a shareholder proposal on the same topic from the Firefighter’s Pension System of the City of Kansas City with a higher cap on nominees. See Proposal #4 Proxy Access. What was even more startling in the ‘news’ from an […]
Yesterday (2/10/2015), Corp Fin Director Keith Higgins delivered this interesting speech entitled “Rule 14a-8: Conflicting Proposals, Conflicting Views.” There are some really interesting things in this speech on counterproposals, etc., although there isn’t much that helps those companies grappling with proxy access shareholder proposals this proxy season (but there is some, such as #6 below). […]
Broc Romanek‘s CorporateAffairs.tv has started with a bang and plenty of early content in the form of brief videos that even those of us with attention deficit disorder can watch without missing a beat. Some in the ‘entertainment’ category are not so much for me. Still, it is great to see Broc and friends having […]
Once again, demonstrating that learning can be fun, Broc Romanek recently announced the launch of his newest site – CorporateAffairs.tv! Well before Dave Lynn & Broc dabbled in silly videos years ago, he’s wanted to build a site focusing solely on video. CorporateAffairs.tv provides free videos – all of them short in length – that fall within one of three categories: […]
I recently wrote on what I thought were conflicting ideas. As I’ve indicated in the past, I disabled comments because of too much spam, even with filters. However, I encourage readers to comment via e-mail. Sometimes we get a good exchange. Here’s a recent example, starting with the first two paragraphs from the post, then […]
Thanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take: Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders […]
Ken Olisa, former ENRC director, says companies claiming to adhere to the highest standards of corporate governance while in reality remaining under the control of the founding shareholders offend the basic precept of free markets — transparency. (more…)
Has the Council of Institutional Investors (CII) turned over a new leaf or am I only beginning to notice because they recently came out publicly agreeing with me? Three years ago a group of us petitioned the SEC to clarify that the same rules that apply to proxies also apply to voter information forms, VIFs. […]
Broc Romanek has been blogging for 11 years as of today. As he said yesterday, “it takes stamina and boldness to blog for so long.” His is the one news source I check every day. TheCorporateCounsel.net is central to those in the corporate governance industrial complex. Congratulations Broc. Your posts are succinct and informative with just […]
Malcolm Gladwell’s book The Tipping Point: How Little Things Can Make a Big Difference discusses the “Broken Window theory. If a window is broken and left unrepaired, people walking by will conclude that no one cares and no one is in charge. Soon, more windows will be broken, and a sense of anarchy will spread. In […]
Don’t miss upcoming important events from TheCorporateCounsel.net. Tune in tomorrow, Wednesday, for the webcast – “The ‘Former’ Corp Fin Staff Speaks” – to hear former Senior Staffers from the SEC’s Division of Corporation Finance Brian Breheny of Skadden Arps, Marty Dunn of O’Melveny & Myers, Linda Griggs of Morgan Lewis and Dave Lynn of TheCorporateCounsel.net and Morrison & […]
I’m on vacation but here’s part of Broc Romanek‘s post from yesterday on SEC Trading Commissioner Cards and a great cartoon by Hank Blaustein, which you can buy from Grant’s Interest Rate Observer for $150, signed by the artist, probably a better investment than most stocks. Simon Billenness, Consultant, Corporate Responsibility and Socially Responsible Investment, […]
Thanks to Broc Romanek’s recent post, Submissions to Corp Fin’s Office of Chief Counsel: Use Online (more…)
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.”
Lynn Stout has been in the forefront of those asking us to reexamine the role of shareowners. For decades, the possibility that minority shareholders in public firms might use their power in self-serving ways attracted little attention. However, she argues that until recently minority shareowners have been largely passive. When minority shareowners have become activists, […]
Broc Romanek posted the results of one of his recent surveys of upcoming proxy issues in their blog. About 33% of his mostly corporate respondents are worried or very worried about the impact of elimination of broker nonvotes. About 12% appear to be more likely to use a proxy solicitor during the 2010 season. Almost […]
I was delighted to see Broc Romanek coverage of the controversy surrounding Apache v Chevedden, although he did so in a members only area of theCorporateCounsel.net. I hope the case gets a lot of attention. Yesterday, I was discussing a table I am working on that shows some of the rights denied to street name […]