Tag Archives | Corporate Governance

Video: Uprising Against Wall Street

Uprising Against Wall Street - Occupy

Uprising Against Wall Street – Occupy

Uprising Against Wall Street – it has certainly been a clarion call of Bernie Sanders’ Presidential campaign but, as Stephen Davis points out in the video below, Hillary Clinton, Ted Cruz and Donald Trump have also attacked Wall Street. Public opinion is clear, so politicians aren’t likely to be strong defenders (at least not in public) of a system that doesn’t appear to be working in the public interest.

Watch Stephen Davis and David Pitt-Watson discuss their new book (co-authored with Jon Lukomnik), What They Do With Your Money: How the Financial System Fails Us and How to Fix It. Continue Reading →

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Yelp Inc. ($YELP): Proxy Score 33

Yelp Inc CriticYelp Inc. ($YELP) operates a platform that connects people with local businesses primarily in the United States. Yelp is one of the stocks in my portfolio. Their annual meeting is coming up on April 13, 2016 and I have a lot of voting recommendations to make ProxyDemocracy.org had collected the votes of one fund when I checked. Yes, I’m a Yelp critic, voting AGAINST pay plan, compensation committee and omnibus stock plan, voting with the Board’s recommendations 33% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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The Walt Disney Company (DIS): Proxy Score 62

 Disney

before you vote your proxy

Disney ($DIS), together with its subsidiaries, operates as an entertainment company worldwide. Disney is one of the stocks in my portfolio. Their annual meeting is on March 3, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted against the pay proposal and compensation committee and in favor of shareholder proposal to eliminate supermajority requirements and to report on lobbying. I voted with the Board’s recommendations 62% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Apple Inc. Proxy Score 47 – ‘For’ Proxy Access

Apple IncApple Inc. (AAPL) meeting on 2/26/2016 provides shareholders an opportunity to vote FOR real proxy access. Apple Inc. designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, education, and enterprise and government customers worldwide. It is one of the stocks in my portfolio. I will attend the 2/26 meeting in person.

ProxyDemocracy.org had collected the votes of four funds when I checked. I voted against two directors and for proxy access, therefore with the Board’s recommendations 47% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Directors Prepare for Shareholder Activism

Directors Prepare for Shareholder Activism

Directors Prepare for Shareholder Activism Before the Panel

How should directors prepare for shareholder activism? That was the underlying question addressed by last week’s SVDX / Rock Center for Corporate Governance joint event – Shareholder Activism: The Good, the Bad or Just Ugly.  Shareholder activism is in the news almost every day. How does it play out in Silicon Valley? Is activism beneficial to (some) shareholders in the short-term but harmful to the company (especially Silicon Valley companies) in the long-term?

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Visa (V): How I Voted – Proxy Score 53

VisaVisa Inc (V), a payments technology company, operates an open-loop payments network worldwide. The company facilitates commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses, and government entities. Visa is one of the stocks in my portfolio. Their annual meeting is on February 3, 2016. ProxyDemocracy.org had collected no votes when I checked.  I voted against the pay plan, incentive plan, amendments and the compensation committee but with the Board’s recommendations 53% of the time. View Proxy Statement on iiWisdom. Continue Reading →

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Analogic Corp: How I Voted – Proxy Score 80

AnalogicAnalogic Corporation ($ALOG), a technology company, designs, manufactures, and sells medical imaging, ultrasound, and security systems and subsystems to original equipment manufacturers (OEMs) and end users in the healthcare and airport security markets worldwide. Analogic is one of the stocks in my portfolio. Their annual meeting is coming up on January 21, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted with the Board’s recommendations 80% of the time, voting only against pay and pay chair as a warning for loose pay practices. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Reed’s – REED: Reject the Board

REED Supplement 2015mtgReed Tshirt12nd update, 12/20/2015: Unpack your bags, cancel your flight and hotel. Reeds Inc. (REED) has postponed tomorrow’s annual meeting to 12/30/2015. Although the move may be costly to shareowners and our company, it may pay dividends in the long-run if REED finally starts paying more attention to shareowners, corporate governance and their legal obligations. REED made a material error in their proxy materials and ballot. Although they filed a revised proxy, they didn’t pay to send a new ballot or link to shareowners. The supplement they issued on Friday includes a new ballot but so far that has not gone out to most shareowners.  I am hoping they will do so this week through Broadridge’s proxyvote.com platform. Continue Reading →

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Marrone Bio Innovations (MBII): How I Voted – Proxy Score 33

Marrone Bio InnovationsMarrone Bio Innovations, Inc. $MBII provides bio-based pest management and plant health products for the agriculture, turf, and ornamental and water treatment markets in the United States and internationally. Marrone Bio is one of the stocks in my portfolio. Their annual meeting is on December 17, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted with the Board’s recommendations 33% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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United Natural Foods (UNFI): How I Voted – Proxy Score 42

United Natural FoodsUnited Natural Foods, Inc. $UNFI, together with its subsidiaries, distributes and retails natural, organic, and specialty foods and non-food products in the United States and Canada. United Natural Foods is one of the stocks in my portfolio. Their annual meeting is on December 16, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked.  I voted with the Board’s recommendations 42% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Medtronic PLC: How I Voted – Proxy Score 44

MedtronicMedtronic PLC ($MDT) manufactures and sells device-based medical therapies worldwide. Medtronic is one of the stocks in my portfolio. Their annual meeting is on December 11, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked.  I voted with the Board’s recommendations 44% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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WD-40 Company (WDFC): How I Voted – Proxy Score 100

WDFCWDFC develops and sells maintenance products, and homecare and cleaning products. WDFC is one of the stocks in my portfolio. Their annual meeting is on December 8, 2015. ProxyDemocracy.org had collected the vote of one fund when I checked.  I voted with the Board’s recommendations 100% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Guidewire Software, Inc. (GWRE): How I Voted – Proxy Score 40

GuidewireGuidewire Software, Inc. provides software products for property and casualty (P&C) insurers. It offers a technology platform supports core insurance operations, including underwriting and policy administration, claim management, and billing. Guidewire is one of the stocks in my portfolio. Their annual meeting is coming up on December 3, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked.  I voted with the Board’s recommendations 40% of the time. View Proxy Statement.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Microsoft Corporation (MSFT): How I Voted – Proxy Score 62

Microsoft CorporationMicrosoft Corporation (MFST), a technology company, develops, licenses, and iiWisdomsupports software products, services, and devices worldwide. Microsoft is one of the stocks in my portfolio. Their annual meeting is on December 2, 2015. ProxyDemocracy.org had collected the votes of five funds when I checked.  I voted with the Board’s recommendations 62% of the time. View Proxy StatementiiWisdom provides a nice interactive viewing platform that makes Microsoft’s proxy a little easier to read. I recommend it.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.  Continue Reading →

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Program on Corporate Governance Seeks Post-Doctoral Fellows

HarvardPost-doctoral fellows and senior associates in the fields of corporate governance and/or law and finance: applications from highly qualified candidates who are interested in working with the Harvard Law School Program on Corporate Governance are now being accepted.

Post-Doctoral Fellows

Applicants for a position of a post-doctoral fellow should be interested in spending between one and three years in preparation for a career in academia or in policy research. Applicants should have a J.D. or an LL.M. degree from a U.S. law school, or a doctoral degree in finance, accounting or business economics. Applicants may also be candidates who would be completing work on a doctoral dissertation in law or another discipline during their period as fellows. Continue Reading →

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Video Friday: Replacing Board Members

Replacing Board Members - Elephant In The RoomAs I reported in Replacing Board Members: The Elephant in the RoomSVDX and Stanford University’s Rock Center put on another great event last week that just about packed the house! These events are always top notch. A few nibbles and coffee or tea for breakfast, excellent company and a great program — what more could you want on third Thursdays.

If the video does not come up after several seconds, try reloading the page.

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Video Friday: Ira Millstein on Corporate Governance

Ira Millstein

Ira Millstein

The Open Mind: Corporate Governance a decade later

Although taped on 4/20/2006, this interview with Ira Millstein, Senior Partner, Weil, Gotshal & Manges, was not posted to YouTube until this month. Millstein discusses corporations, corruption, and regulation.  Listen and learn about changes that have been made and some of what remains to be done. In the history of corporate governance, Ira Millstein has occupied a prominent position for several decades.  Continue Reading →

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Nominate a Rising Star of Corporate Governance

millstein Rising Stars 2013

Ira Millstein and the 2013 Rising Star of Corporate Governance Award winners. Heath Tarbert, Mike McCoy, Craig Ferrere, Muhammad Asif Paryani, Tahmina Nurova, Ira Millstein, and Steven Haas

Each year, the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School presents the annual Rising Star of Corporate Governance Awards.

The award recognizes people who, while young and possibly new to the field of corporate governance, are making their marks as outstanding analysts, experts, activists, or managers. Recipients may represent any of the many bodies that comprise the world of corporate governance: corporations, academic bodies, institutional investors, auditors, advisory firms, rating agencies, proxy services, professional associations, and others. Continue Reading →

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Recent Research in Corporate Governance: Part 1

Recent Corporate Governance Research Part 1 2015Now that proxy season is finally winding down, I had a few minutes to take a quick glance at recent research reported on SSRN. Below I am simply including a few citations and abstracts of studies that might be useful for shareholder advocates in the U.S. I’m sure I included some that are strictly academic and missed many more that would be useful. I would welcome  guest posts on such research from authors, critics or other interested parties. Please contact me via e-mail or by leaving comments below. Continue Reading →

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Video Friday: Richard Leblanc on Proxy Access & CIRI 2015

Dr. Richard LeBlanc

Dr. Richard LeBlanc

Watch Dr. Richard Leblanc talk about Proxy Access for boards and how it could be a corporate governance game-changer.

CCGC has endorsed proxy access. Dr. Richard LeBlanc discusses democracy in corporate governance. Proxy access is the corporate governance game changer. Business organizations have pushed back but some companies have voluntarily adopted it. “This is the right thing to do as far as corporate governance.” Continue Reading →

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Governance, Disclosure and Share Price

Correlation

Correlation from XKCD.com

Good corporate governance means quicker, more frequent disclosures to the stock market. Or does it? The evidence varies by country, and in our research we wanted to check the relationship.

We used cross-country data from 23 OECD countries, firms with financial years ending between 1 January 2003 and 31 December 2008. We looked at company announcement information from more than 2,000 different firms, and share prices relating to 5,800 different firms. Continue Reading →

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Beyond the Bottom Line With PRI

PRII used to believe that democratic power was exercised like the creation of an impressionist masterpiece — each individual offering an artistically placed paint stroke that blends into the whole as you step back. As I have matured, I now see that those who are able to influence others around them are most effective in shaping the spirit of the painting. Power isn’t wielded by isolated individuals but by networks of individuals who are bonded by trust and influence. Continue Reading →

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@ SURS: Corporate Governance and Compliance Officer

SURSThe State Universities Retirement System of Illinois (SURS) is one of five state-funded retirement plans, serving 65 employers (public universities and colleges) and more than 227,000 members – both annuitants and active members. SURS provides retirement, survivor, disability and death benefits to its members and their families. Currently SURS employs 130 individuals at its Champaign and Naperville offices. Continue Reading →

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Shareholder Activism Redux: The Good, Bad and Ugly

Shareholder ActivismIt’s impossible to read a newspaper, magazine or blog, or watch the news without hearing about shareholder activism.  It’s an industry unto itself with activist funds, attorneys who represent activists, activist defense lawyers, activist-focused investment bankers, activist conferences, activist newsletters, activist databases, and, of course, there are Messrs. Bebchuk and Lipton.

As a former institutional investor turned corporate governance author/advisor, I regularly get calls from media, and am cornered after speaking engagements to talk about activists.  It’s arguable that no topic in recent memory has been discussed by so many in the presence of so few facts.  It’s eerily reminiscent of when cloud computing first overtook the technology vernacular.  You know, when 8 out of 10 people who were earnestly discussing moving to the cloud, cloud infrastructure and so forth, had no idea what the “cloud” actually was. Continue Reading →

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