Tag Archives | Charles Elson

IRRCi Measuring Effectiveness

IRRCi Joins Weinberg Center for Corporate Governance

IRRCi has a new home! The Investor Responsibility Research Center Institute (IRRCi) announced that it has selected the John L. Weinberg Center for Corporate Governance (Weinberg Center) at the University of Delaware as its successor organization. The Weinberg Center will receive a grant from IRRCi in excess of $1 million as part of the successor […]

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Compensation #corpdirforum2018

Compensation: The Difference it Makes

Compensation:  The Difference it Makes Compensation. Most Americans think CEOs of the 500 largest publicly traded corporations are overpaid, even though they think CEOs made less than a tenth of what they actually earn. The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, […]

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William Steiner and son Kenneth Steiner

William Steiner, Shareholder Activist

William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who […]

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The Handbook of Board Governance: Part 5

I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 5 of the book, The Unsolved Governance Problem: Performance Measurement and Executive Pay. Talk to any of your acquaintances outside the corporate governance industrial complex and they will all […]

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Video Friday: Delaware Law Issues Update

The Society of Corporate Secretaries & Governance Professionals and The John L. Weinberg Center for Corporate Governance at the University of Delaware are pleased to announce a new conference focused on Delaware corporate law issues essential to corporate secretaries, in-house and outside counsel. The conference will be held at the University of Delaware in Newark, […]

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Proxy sites dump one-click vote button on SEC concerns

That was the blaring headline in Ross Kerber’s article for Reuters yesterday. Unfortunately, they didn’t dump one-click voting; they renamed it. The real change was almost entirely for appearances. We no longer have a “Vote with the Board’s Recommendations” button. Instead, we have a “Submit” button. What happens when you hit that button and don’t […]

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Video Friday: Compensation Debate

On Friday, January 18th, The Conference Board Governance Center hosted a debate on Executive Compensation and the Utility of Peer Groups in collaboration with the University of Delaware’s John L. Weinberg Center for Corporate Governance. Latham & Watkins provided the venue for the program. (more…)

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Corporate Governance Bites

Continuing challenges to exclusive forum bylaw provisions – Lexology An increasingly popular trend in recent years has been the adoption by Delaware public companies of an exclusive forum provision in their bylaws. An exclusive forum provision generally provides for the Delaware Court of Chancery to be the exclusive forum for certain disputes (including derivative actions, breach […]

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Archives: December 1997

Delaware Court of Chancery has made important rulings concerning stock option plans for directors and the issuance of stock to directors in Noerr v. Greenwood and Linton v. Everett. According to Edward P. Welch and Andrew J. Turezyn, the cases “counsel directors and their legal advisors to consider carefully such issues as fairness, disclosure to […]

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