Tag Archives | Corporate Governance

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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China's Increased Voting Power

World Bank members voted to place China’s voting power in the organization behind the United States and Japan. The China’s stake in the bank climbed from 2.8% to 4.4 %. Given that China has made many achievements in eradicating poverty, we have reasons to believe the country will contribute more to global efforts on poverty […]

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Corporate Governance Paradigm in Crisis

The March 2010 edition of Corporate Governance: An International Review (CGIR), one of our favorite “stakeholders,” contains three articles that struck me as particularly significant. Corporate-Governance Ratings and Company Performance: A Cross-European Study by Annelies Renders, Ann Gaeremynck, and Piet Sercu finds a significant positive relationship between corporate-governance ratings and performance across 14 developed economies in Europe from 1999-2003. The strength […]

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CorpGov Bites

The rewards of virtue Does good corporate governance pay? Studies give contradictory answers (The Economist, 4/26/10). Interesting review of a small body of research. Yet, the article provides no real contradiction to the idea that good corporate governance does pay… we’re just having some problems measuring it. Riding Herd on Company Management, WSJ, 4/27/10. Roger […]

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Parallel Universes Undercuts its Own Arguments

In his article The Parallel Universes of Institutional Investing and Institutional Voting, Charles M. Nathan appears to pine for the days when institutional investors took the “Wall Street Walk” if they disagreed with management on governance issues. T. Boone Pickens Jr’s response to that perspective: That’s like the gardener telling the estate owner, “If you […]

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Banking on Governance

Leverage and Risk in US Commercial Banking in the Light of the Current Financial Crisis (available from SSRN) by Christian C.P. Wolff and Nikolaos I. Papanikolaou examines the relationship between leverage and risk in US commercial banking market. From their abstract: Our findings indicate reliably that both on- and off-balance-sheet leverage contributes to (systemic) risk, […]

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Lists for Governance & Board Candidates

My friend Bob Tricker, a leading governance academic and expert, has written a wonderful online booklet, Twenty Practical Steps to Better Corporate Governance for Corporate Secretaries International Association. He sought input from experts worldwide and came up with the following list: Recognize that good corporate governance is about the effectiveness of the governing body — […]

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Joo Calls for Explicit Examination of Normative Foundations in Corporate Governance Theory

In his recent paper, Theories and Models of Corporate Governance, Thomas Wuil Joo (incorporated into forthcoming Corporate Governance: A Synthesis of Theory, Research, and Practice (Robert W. Kolb Series), briefly surveys a history of American models of the corporation. On the currently dominant model, contractarianism, he notes that whereas early contractarians insisted that corporate governance […]

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Collective Intelligence: Governance Systems for the Modern World

Governance in a Disenchanted World: The End of Moral Society by Helmut Willke reasserts the spirit of liberalism invoked during the American and French Revolution when moral attitudes based on religion were trumped by secularization and the invention of modern politics and law. According to Willke, we are now facing second revolution, which will replace […]

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How to Govern Corporations So They Serve the Public Good: Wrong Title, Right Book

William Sun’s excellent book is less on how to govern corporations to serve the public good than it is an analysis of corporate governance from the perspective of ontology, epistemology, and sociology of knowledge. Sun does an absolutely fascinating job of tracing the development of two pre-Socratic cosmologies that continue to shape modern thought. Heraclitus […]

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