Tag Archives | Corporate Governance

Predatory Value Extraction

Predatory Value Extraction

Predatory Value Extraction: How the Looting of the Business Corporation Became the US Norm and How Sustainable Prosperity Can Be Restored (Kindle/Hardcover), by William Lazonick and Jang-Sup Shin, chronicles how agency theory and ‘maximizing shareholder value’ (MSV) led to looting of publicly traded companies. As many of us sit home waiting out the COVID-19 pandemic, […]

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Kokkinis and Sergaki

Kokkinis and Sergakis: Employee Participation in UK Companies – Lessons for US

Kokkinis and Sergakis – A Flexible Model for Efficient Employee Participation in UK Companies by Andreas Kokkinis & Konstantinos Sergakis, 17 Feb 2020 (download), provides several insights that may be helpful in guiding US efforts as well. As mentioned in my coverage of the recent SHARE Summit, #SHARE2020, I am investing in public companies with employee ownership. […]

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File No. S7-22-19 SEC Release

File No. S7-22-19: My Deadline Comments

File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]

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File No. S7-23-19: By the Numbers - Source ISS

File No. S7-23-19 by the Questions

File No. S7-23-19 would set draconian requirements to submit and to resubmit shareholder proposals based on the desire of entrenched managements and boards to thwart accountability and to create democratic-free zones around corporate governance.

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Larcker and Tayan

Larcker and Tayan Re-Discover the Governance Wheel

Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear […]

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Gadfly Importance Key - McRitchie

Gadfly Importance Key to Democratic CorpGov

Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]

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Facebook CalSTRS Court Clash

Facebook CalSTRS Court Clash

Facebook CalSTRS court clash seeks to reform governance practices. The California Teachers’ Retirement (CalSTRS) Board recently announced it will make a motion to be added as a plaintiff to a pending derivative case against Facebook’s leadership, including CEO/Chairman Mark Zuckerberg in line with the fund’s Corporate Governance Program and Portfolio Policy. (more…)

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Investment Advisers Allison Lee

Investment Advisers SEC Clarification: Allison Lee

Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]

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ISG

ISG First Conference with Weinberg Center – Sept. 13, 2019

ISG (Investor Stewardship Group), an investor-led initiative comprised of more than 60 of the largest U.S.-based institutional investors and global asset managers representing in excess of US$31 trillion AUM, joins with the John L. Weinberg Center for Corporate Governance to hold what promises to be an informative and exciting conference. Register now. (more…)

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Legg Mason 2019

Legg Mason 2019

Legg Mason 2019 annual meeting is July 30th. To enhance long-term value: Vote AGAINST directors Angelica, Murphy, Peltz and Quirk, Pay, & Auditor. Vote FOR Eliminate Supermajority Voting Requirements. (more…)

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Petmed Express 2019 poor performance

Petmed Express 2019 Proxy Guide

PetMed Express 2019 annual meeting is July 26th. To enhance long-term value. Vote AGAINST Campbell, Formica, Fulgoni, Korn and Schweitzer, Pay, & Auditor. Vote FOR Amend Bylaws and Eliminate Supermajority Provisions. (more…)

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CalSTRS Corporate Governance Investment Officer II

CalSTRS Corporate Governance Career Opportunity

CalSTRS Corporate Governance Division Seeks Investment Officer II The CalSTRS Investments Branch seeks a motivated individual to work as an Investment Officer II in the Corporate Governance Division.  Qualified readers should apply to this opportunity of a lifetime. Many decades ago, I helped persuade CalPERS to form a corporate governance unit. They chose one of […]

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Netflix 2019

Netflix 2019: Ignore Shareholders Again?

Netflix 2019 annual meeting June 6. Netflix has adopted the paternalistic culture of Mad Men, ignoring shareholders. To enhance long-term value, WITHHOLD vote from ALL directors. Vote AGAINST Pay & Auditor. Vote FOR Disclose Political Contributions & Adopt Simple Majority Vote.  (more…)

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Alarm 2019

Alarm 2019 Proxy Guide

Alarm 2019 annual meeting is June 5th. To enhance long-term value. Vote AGAINST Auditor. Vote FOR all other items, including shareholder proposal to eliminate supermajority requirements. (more…)

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American Express 2019

American Express 2019 Proxy Vote Recommendations

American Express 2019 annual meeting is May 7th. Vote by May 6 online. For optimum accountability and shareholder return vote AGAINST John Brennan, Peter Chernin, Stephen Squeri, Ralph de la Vega, Ronald Williams, the Auditor, Say-on-Pay. Vote FOR Written Consent, Deduct Impact of BuyBacks on Pay, Report on Gender Pay Gap. (more…)

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Paycom 2019

Paycom 2019: Proxy Voting Recommendations

The Paycom 2019 annual meeting is April 29th at 5300 Gaillardia Boulevard, Oklahoma City at 11:00 a.m. local time. Your last opportunity to vote online is April 28th. To increase corporate performance and shareholder value, WITHHOLD votes from Clark and Duques. Vote AGAINST pay; FOR auditor and FOR shareholder proposal to declassify the board. (more…)

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Kellogg 2019

Kellogg 2019 Proxy Vote Recommendations

Kellogg 2019 annual meeting is April 26th. Stock price fared poorly for the last five years, so the CEO should not be paid as if he had average performance. Vote AGAINST pay. The Compensation Committee should not be reelected, since they recommended average pay for below average performance. Vote AGAINST Laschinger and Tasted. Vote AGAINST […]

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Discover 2019

Discover 2019 Proxy Vote

Discover 2019 Proxy Vote Recommendations. The Discover Financial Services (DFS) 2019 annual meeting is May 16th. To enhance long-term shareholder value, vote AGAINST directors Aronin, Case, and Weinbach, as well as the auditor. Vote FOR pay, end supermajority standards and shareholder proposal to allow shareholder of 15% to call a special meeting. ABSTAIN on the […]

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MBII Elects Directors by Majority Vote 3-18-19 at 7.02 PM

MBII Elects Directors by Majority Vote

MBII elects directors by majority vote, effective March 15th 2019. Marrone Bio Innovations (MBII) amended its bylaws after a request by shareholder advocate James McRitchie and upon the recommendation of the Nominating and Governance Committee. The bylaws now provide that, in uncontested elections, MBII elects directors by majority vote of “For” and “Withheld” votes cast. […]

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