Tag Archives | Corporate Governance

Corporate Governance Guidance for Unlisted Firms

The Institute of Directors (IoD) launched the first ever Corporate Governance Guidance and Principles for Unlisted Companies in the UK. Key Features of the Guidance and Principles: This briefing provides guidance for unlisted companies on the issues involved in designing an appropriate corporate governance framework. It also presents a set of governance principles that can […]

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DC Plans and Employee Input

The UK’s industry-led Investment Governance Group (IGG) recently published a best practice guidance for defined contribution (DC) pensions, which include six principles for DC schemes designed to encourage better investment governance and decision making by all stakeholders, including trustees, employers, advisers, providers, and members. As I glance at this guidance it makes me realize how […]

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Australia's Future Fund More Active

Responsible Investor (Australia’s Future Fund ups engagement and ESG integration, 11/10/2010) reports Fund “is planning more extensive direct engagement with investee firms – on top of taking greater account of environmental, social and governance (ESG) risks in its portfolio.” Already, the quickly growing fund voted against company boards at 13% of resolutions during 2009. It […]

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Staggered Boards Tend to Reduce Firm Value: More Evidence

Bebchuk, Lucian A., Cohen, Alma and Wang, Charles C. Y., Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (November 2010). Available at SSRN. Abstract follows: While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards’ either bringing about or merely being […]

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Survey of Corporate Governance Practices

The 2010 U.S. Directors’ Compensation and Board Practices Report is based on a survey of 279 corporate secretaries in May and June 2010. The Conference Board conducted this edition of its annual survey in collaboration with the Society of Corporate Secretaries and Governance Professionals and sponsored by the Deloitte LLP Center for Corporate Governance, and […]

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Capital Offense

Forty years ago, when I was a banker, we made our money by paying depositors enough interest to keep them slightly ahead of inflation and by making loans to credit-worthy customers for mortgages and automobiles. The spread was just a few points and most of the work was done by hand, so the process was […]

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The Future of Financial Regulation: Dodd-Frank and Beyond

On November 1, 2010, I attended an event sponsored by the Rock Center for Corporate Governance at Paul Brest Hall, Stanford University. I’ve noted a few times that students don’t seem to be taking advantage of Rock Center events. This time the hall was comfortably crowded. Background: Enacted in July 2010, the Dodd-Frank Wall Street […]

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LexisNexis Top 25 Business Law Blogs of 2010

Quite frankly, I didn’t think of CorpGov.net as a “business law blog” until being nominated. It seems like a reasonable category, as long as I don’t have to go to law school! Of course, now I’d love readers to vote CorpGov.net to top honors. First, you must register. That’s free and doesn’t result in sales […]

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CorpGov WayBack Machine: Political Power, Dilution, 1st Virtual Fight, Fiduciary Capitalism

Five years ago we discussed Political Power and Corporate Control: The New Global Politics of Corporate Governance by Gourevitch and Shinn. Here are just a few of their observations: Blockholding and minority shareholder protections are negatively correlated. Minority shareholder protections and share price are positively correlated. Blockholding dips after increased minority shareholder protections are likely […]

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Rating the Raters

I applaud CalPERS for proposing that credit rating agencies (CRAs) should be hired by investors instead of by corporate management. This proposal was in CalPERS’ October 4, 2010 comment letter to the SEC: “Current legislation through the Dodd-Frank Act … appoints the Comptroller General through Section 939D, to study an alternative means to compensate the […]

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Financial Sustainability: Restoring Market Stability, Corporate Value & Public Trust (ICGN Mid-Year 2010)

Disclaimer: Given Dodd-Frank, proxy plumbing and all those comments I want to provide the SEC, the report below doesn’t do the ICGN Mid-Year Conference justice.  I wrote this up more than a week later with poor notes and memory. Comments, corrections and substitute photos are solicited. Sharing Perspectives Across the Atlantic. Phil Angelides, Lord McFall […]

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Video Friday: NYSE CorpGov Report

This Week in the Boardroom: 9/23/10. NYSE Commission on Corporate Governance Report reviewed by: Scott Cutler, Executive Vice President, NYSE Euronext Stephen Lamb, Partner, Paul Weiss Larry Sonsini, Chair, NYSE Commission on Corporate Governance

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Consulting Solicitation by CalPERS for Corporate Governance Analysis

CalPERS posted a new Consulting solicitation. Solicitation: 2010-5478 Global Equity General Consultant Services Spring-Fed Pool on 9/23/2010. Description: The California Public Employees’ Retirement System (CalPERS) seeks to establish a Global Equity General Consultant Services Spring-Fed pool to provide services, tools/technology, and data needs to the Investment Office (INVO), Global Equity Unit for a term of […]

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NYSE-Sponsored “Commission on Corporate Governance” Outlines Key Governance Principles

NYSE Euronext (NYX) today released the final report of the NYSE–sponsored Commission on Corporate Governance.  The Commission on Corporate Governance, chaired by Larry W. Sonsini, Chairman of Wilson Sonsini Goodrich & Rosati, is a diverse and independent commission established in the fall of 2009 to examine core governance principles that could be widely supported by […]

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CorpGov Trends at Largest US Public Companies

2010 Corporate Governance of the Largest US Public Companies General Governance Practices (Shearman & Sterling LLP, pdf) The survey provides a wealth of data concerning board practices at the top 100 companies. A few highlights with a focus on issues of significance to shareowners: 82 have implemented some form of majority voting in uncontested director elections, […]

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What the HP Episodes Tell Us About Governance

The events following the dismissal of Mark Hurd at HP illustrate why I have so vehemently advocated introduction of a result orientation into governance law (Require Affirmative Proof in Specified Circumstances of “Too Big to Fail Companies” in Order to Meet the Business Judgment Rule). As we know, Hurd was dismissed in early August in […]

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CorpGov News Bites

CalPERS. A report from consultant Wilshire Associates found that activist involvement by CalPERS increased returns at many of  the 142 “Focus List” companies. Prior to the pension’s involvement, the companies’ returns averaged 83.3% below their various benchmarks; afterward they yielded returns 12.7% above the benchmarks. Although the cumulative 12.7% is not as high as past results, their corporate governance program […]

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CorpGov WayBack Machine

Stepping into the CorpGov.net WayBack Machine, here’s just a few of the issues we were covering in the past. Ten years ago: “The last time someone voluntarily gave up power was in 1800, when George Washington did it,” said Les Greenberg. Greenberg wants shareholders of cafeteria operator Luby’s to vote in favor of removing anti-takeover […]

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Populism Begins in the Boardroom

There is an intriguing place where we might begin the work of a renewed economic populism: in corporations, not the capital. If the goal of populism is the amelioration of life for the many, then President Obama could strike a confounding (in a good way) pose by calling on the private sector to take up […]

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Worth Reading

The Deal Magazine’s Guide to Corporate Governance provides a great introduction to the subject, divided into bite-sized segments. What Berle and Means have wrought – “a complete guide to the corporate governance complex of attorneys, dealmakers, academics, judges and politicians.” Attorneys – Here the focus is on Ira Millstein and Marty Lipton at the opposite […]

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CorpGov Provisions in Senate Bill

Annette L. Nazareth of Davis Polk & Wardwell LLP nicely summarizes the provisions of the Restoring American Financial Stability Act of 2010 that passed the Senate in her post on the Harvard Law CorpGov blog, Senate Bill Passes with Broad Corporate Governance and Compensation Provisions, 5/21/10. Listing exchanges would be required to impose a majority […]

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Strine Rocks Stanford

The last time I covered an event sponsored by the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford I complained that it was just attended by a few Stanford students. Such a program would have packed the house at Harvard, with students coming from all over the Boston area. (Stanford Rock Center […]

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CEOs Running Scared in Washington

Businesses have intensified their efforts to kill the “proxy access” provision of the Senate’s financial regulation bill. Forty CEOs lobbied in Washington, DC last week alone.  “This is our highest priority,” said John Castellani, president of the Business Roundtable, which represents 170 chief executives. Last week alone, Castellani said, 40 chief executives were in town visiting […]

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CorpGov.net WayBack Machine

Ten years ago in CorpGov.net. BusinessWeek calls governance activist investor Andrew Shapiro the Gary Cooper of corporate governance in their 5/29/2000 edition. I didn’t quite get the connection. Maybe its that Shapiro charisma or that frontier mystique with a worldly polish. Regardless of his relation to the film star, the article pointed out Shapiro’s bylaws, […]

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Stanford Rock Center Proxy Access Forum

The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University has quickly emerged as a focal point for conferences and seminars, research, and the development of new educational and course materials. The May 6th Proxy Access Forum was the latest iteration of the fine work being done at the Center. My disclaimer: […]

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Corporate Governance: Principles and Practices

Billed as the first law school casebook in its field, Corporate Governance: Principles & Practices, should also appeal to students of management, corporate directors, shareowners and anyone interested in the major legal concepts, laws and court cases that shape this dynamic field. The many questions raised in each chapter are helpful in clarifying issues likely […]

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In Search of the Good Corporate Citizen

Winner of a 2010 Telly Award as an outstanding video production and the winner of a 2010 WorldFest-Houston Award, this outstanding video takes viewers beyond the pressures involved in hitting the numbers to show how the best business leaders steer companies through tough ethical challenges. The show weaves together expert panel discussions, personal accounts from […]

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