The respected scholar, Lawrence Hamermesh, writes about the model proxy access proposal published by United States Proxy Exchange (USPX) and asks why an organization whose motto (”Populus Constituit,” the people decide) is so reluctant to file mandatory bylaw proposals, instead of precatory proposals. (Precatory proxy access proposals, The Institute of Delaware corporate and Business Law, 11/15/2011) Hamermesh speculates USPX […]
Tag Archives | democracy
Maryland First to Address Citizens United
James McRitchie, 11/17/2011 ,
With the House controlled by Republicans, we are not likely to see positive action to control or at least require disclosure of political spending by corporations. However, states may be jumping in to take some action. Under a new Maryland law, which takes effect December 1, 2011, a (more…)
Model Proxy Access Proposal
James McRitchie, 11/10/2011 ,
Today, the United States Proxy Exchange (USPX) released a Model Proxy Access Proposal that can be presented to corporations for a shareowner vote under SEC Rule 14a-8 to ensure that long-term shareowners have (more…)
Last Day to Influence ISS on 2012 Proxy Voting Policies
James McRitchie, 11/07/2011 ,
Today, November 7th, is the last day to send comments to Institutional Shareholder Services Inc. (ISS) on their 2012 proxy voting (more…)
Proxy Access for the 99% – Open for USPX Member Comment
James McRitchie, 10/30/2011 ,
The time has come for shareowners to be allowed to include their own nominees for corporate boards in the proxy materials their corporations send out every year—so-called “ballot” or “proxy access.” The current system—that only allows shareowners to vote for candidates nominated by the current board—is absurd. The SEC has finally reaffirmed shareowners’ right to […]
Video Friday: Why #OccupyWallStreet? 4 Reasons
James McRitchie, 10/28/2011 ,
Since 1979, adjusted for inflation, incomes of the broad middle class (solid blue line labeled “21st to 80th percentiles”) have increased about 40 percent, which comes to a sluggish 1 percent per year. During the same period, the incomes of the richest 1 percent have increased about 280 percent, or 7 percent per year. See […]
Proxy Access: Will the 99% Reach Consensus?
James McRitchie, 10/27/2011 ,
Tuesday’s post, Proxy Access for the 99%, is drawing controversy among USPX members, with about 30 comments in the first couple of days. Will we reach consensus or will shareowners simply end up taking elements of the model proposal for their own use? So far, and we are only two days in, the $2,000 threshold […]
Corporate Governance Matters but Not in the Way You Think
James McRitchie, 10/12/2011 ,
Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. The authors make a good […]
Will UNFI Go Virtual-Only Again? Not if Shareowners Just Say No
James McRitchie, 10/06/2011 ,
Ever since ownership and management diverged, owners have met with those to whom they entrust their business. They do so at least annually to learn how the business is doing, to communicate, and to exercise their rights as owners. Last year United Natural Foods, one of the companies in my portfolio, announced they were breaking from […]
Shareowners Too Busy But Hamermesh Offers Wrong Solutions
James McRitchie, 09/28/2011 ,
Lawrence A. Hamermesh, Widener University School of Law, Wilmington, Delaware gave the Keynote Speech to the Practical Law Institute’s Ninth Annual Directors’ Institute on Corporate Governance on September 7, 2011. In Too Busy to Think, Spread Too Thin to Matter: Making a Rational Stockholder Voting System an Agenda Item for Management/Investor Dialogue, he runs over […]
Shareholder Democracy Summit Coming to Toronto: Blank Vote Issue
James McRitchie, 09/17/2011 ,
The Canadian Society of Corporate Secretaries announces the Shareholder Democracy Summit ─ a Canadian first. CSCS has invited key stakeholders to gather this coming fall on October 24 and 25 in Toronto for an important national summit on shareholder democracy. CSCS President Lynn Beauregard announced today that invitations to register for the Shareholder Democracy Summit […]
Corporate Spring
James McRitchie, 09/16/2011 ,
Ordinary people using Facebook and Twitter overturned dictators in Tunisia, Egypt and Libya. David Kirkpatrick of Techonomy Media, which promotes the integration of technology with business and social progress, writes “this social might is now moving toward your company… you’d better get out of their way—or learn to embrace them.” Gary Hamel, one of business’ […]
ICGN Via Twitter
James McRitchie, 09/15/2011 ,
Unfortunately, I didn’t make it to Paris for the ICGN meeting but even from Sacramento I can pick up a little on what is going on via Twitter, #ICGN11. @SMDavisYaleGov Stephen Davis. Debate on exec pay: time to replace alignment, paying CEOs simply as employees? See U-Turn For Exec Comp? 23 people gathered in a windowless conference […]
Review: The Corporate Objective
James McRitchie, 09/06/2011 ,
Although large public companies dominate the world, there is no unanimity as to their objective. Andrew Keay tackles this very important topic with skill and in considerable depth. First, he examines the two most dominant theories, shareholder primacy and stakeholder theory. Unsurprisingly, he finds them falling short and goes on to propose the inelegant but well thought out […]
Video Friday: Freedom of Choice in America – Science, Just Another "Theory"
James McRitchie, 09/02/2011 ,
Below is video showing candidates from the 2011 Miss USA contest answering the question, “Should evolution be taught in schools?” Their answers are a great example of the normalization of the idea that evolution is “one side” of a story, with religion being the other side, and that we should just choose between these based […]
Don't Miss Chance to Shape ISS Policy
James McRitchie, 08/23/2011 ,
Many press reports attribute 20% of voting power at some companies to recommendations made by ISS. That makes them sound like one of the most powerful entities in the world. However, much of their “power” is based on their annual survey, which helps ISS shape its recommendations to meet the voting preferences of its customers. […]
CSX Decision May Encourage Use of Social Media by Shareowners
James McRitchie, 08/17/2011 ,
In a guest post on Active Investing, Phil Goldstein notes the importance of the Second Circuit’s CSX opinion is not about swap contracts. See Blog Post on CSX Decision More important is that it reduces the fear that mere communication between like-minded shareowners generates the need to form a 13d group. Merely alleging “concerted action” is […]
Video Friday: Fault Lines – the Top 1%
James McRitchie, 08/12/2011 ,
Video from Al Jazeera on how the US got so stratified. Sometimes an outside perspective is (more…)
Support Rulemaking Petition on Corporate Political Spending
James McRitchie, 08/08/2011 ,
A group of ten very prominent corporate and securities law experts submitted a formal rulemaking petition to the SEC last week urging the Commission to develop rules requiring public companies to disclose the use of corporate resources for political activities to shareowners. Please take a few minutes to join with me writing an e-mail to the SEC in […]
What Would Proxy Access Look Like if Done Right?
James McRitchie, 07/22/2011 ,
The Business Roundtable and Chamber of Commerce made their case and the Court found the SEC rulemaking on proxy access arbitrary and capricious “for having failed once again… to adequately assess the economic effects of a new rule.” The SEC rules certainly didn’t come out the way Les Greenberg and I envisioned when we petitioned […]
Shareholder Protection Act
James McRitchie, 07/18/2011 ,
The Story of Stuff people did a great job of creating a video about Citizens United, asking for a Constitutional Amendment limiting corporate influence…very ambitious but unlikely to provide a solution anytime soon. The SEC ruled that shareowner proposals calling for approval of political spending must be included on the company’s proxy card and put […]
Video Friday: CalPERS Candidate Forum
James McRitchie, 07/15/2011 ,
Videos are now available from the “CalPERS Candidates’ Forum,” moderated by the League of Women Voters of Sacramento County, on Wednesday, July 6, 2011 in the CalPERS Auditorium. I sponsor these CalPERS forums as publisher of PERSWatch.net because I think there is far too little coverage of these important elections in the press. This is my […]
Video Friday: Economy & Civility
James McRitchie, 06/24/2011 ,
Former Labor Secretary Robert Reich explain problems with the economy in less than 2 minutes, 15 seconds—and he did it with illustrations to boot. It’s great! Check it out. via The Truth About The Economy In 2 Minutes | MoveOn.Org. And now, class warfare on the railroad. Apparently, this woman believes the norms of civility […]
WSJ Reports Inaccurately on SLAPP Suits
James McRitchie, 06/06/2011 ,
Jessica Holzer, writing for The Wall Street Journal informs readers this morning, Firms Try New Tack Against Gadflies: Corporations Look to Block Shareholder Activists’ Proposals by Challenging the Size of Their Stakes – WSJ.com. Companies have long viewed shareholder activist John Chevedden as a pain. The retired aerospace worker and his network of like-minded activists […]
Bainbridge Draws False Analogy Between Speech & Access
James McRitchie, 05/24/2011 ,
Stephen Bainbridge, in an uncharacteristically sloppy argument, rails against Lucian Bebchuk and his “acolyte” Robert Jackson for continuing to spread the claim that shareholders ought to be actively involved in an ever-expanding array of corporate decisions, by giving shareholders “a greater role in corporate political speech decisions.” I can understand that Professor Bainbridge resents interference […]
Kinetic Concepts: Victory for Shareowners!
James McRitchie, 05/17/2011 ,
I was about to sit down this morning and write another scathing post on Kinetic Concepts when I learned of their press release announcing they will gradually declassify their board. They gave no reason as to why they took this action just ahead of their annual meeting. Perhaps they looked again at their guiding principles, We […]
Video Friday: Democracy in the Workplace at WorldBlu
James McRitchie, 05/06/2011 ,
Traci Fenton is the Founder and CEO of WorldBlu, whose mission is championing the growth of democratically-run companies worldwide. Following are the organization’s 10 Principles of Organizational Democracy™ and a TEDx Talk by Fenton. Purpose and VisionA democratic organization is clear about why it exists (its purpose) and where it is headed and what it hopes to […]
Video Friday: Joseph Stiglitz Discusses Elite 1% & U.S. Free-Fall
James McRitchie, 04/15/2011 ,
Of the 1%, by the 1%, for the 1%, Joseph E. Stiglitz in May Vanity Fair, discusses the fact that the top 1% now control 40% of our wealth. The corporate executives who helped bring on the recession of the past three years—whose contribution to our society, and to their own companies, has been massively […]
How I Voted at BP & Why I Vote on MoxyVote
James McRitchie, 04/10/2011 ,
BP, one of the stocks in my portfolio of about 50 companies, has an Apr 14, 2011 Annual Meeting coming up. I pulled up the “proxy statement” but didn’t have much patience with it… couldn’t easily find pay package, etc… perhaps because not US company. I checked in with ProxyDemocracy.org and MoxyVote.com… last day to vote using […]
Cartoon Contest
James McRitchie, 04/09/2011 ,
CIPE’s global cartoon competition illustrates and supports efforts to fight corruption and promote democracy and gender equality. Promote democracy and perhaps win part of a cash prize pool totaling $5,000. Entries will be judged on originality, relevance to the competition topic, creativity, universal message, wit, and visual appeal. Through an online voting process on the […]
Web Host/Master Wanted by CSID
James McRitchie, 03/19/2011 ,
The Center for the Study of Islam and Democracy is looking for a WELL ESTABLISHED company to host, upgrade, and maintain its websites, in both English and Arabic. They need a company that has a strong record (at least 5 years) of designing, hosting and maintaining websites in both English and Arabic. Their budget is […]
Public Sector Unions Are Not the Enemy
James McRitchie, 03/01/2011 ,
Americans oppose weakening the bargaining rights of public employee unions by a margin of nearly two to one: 60 percent to 33 percent. While a slim majority of Republicans favored taking away some bargaining rights, they were outnumbered by large majorities of Democrats and independents who said they opposed weakening them. Those surveyed said they […]
Bebchuk on Airgas
James McRitchie, 02/24/2011 ,
In a major decision issued last week, William Chandler of Delaware’s Court of Chancery ruled that corporate boards may use a “poison pill”—a device designed to block shareholders from considering a takeover bid—for as long a period of time as the board deems warranted. Because Delaware law governs most U.S. publicly traded firms, the decision […]
Shareholder Democracy is Essential
James McRitchie, 02/24/2011 ,
John Carney, the CNBC.com business journalist, doesn’t like shareholder democracy. He argues that reforms, such as say on pay rules, which give shareholders a non-binding vote on executive compensation, won’t improve corporate governance anymore than electoral reforms have improved our government. But his views are based on antiquated notions about shareholders, and a distorted view […]
Star Power Economy May Lead U.S. to Ruin
James McRitchie, 02/22/2011 ,
You want to win elections, you bang on the jailable class. You build prisons and fill them with people for selling dime bags and stealing CD players. But for stealing a billion dollars? For fraud that puts a million people into foreclosure? Pass… make them pay a fine instead. But don’t make them pay it […]