Tag Archives | James McRitchie

Corporate Governance Experts on 21c Fox Bid for Sky

UK DCM&SOn Thursday 16 March in a statement to Parliament the Secretary of State confirmed that she was intervening in the proposed merger between 21st Century Fox, Inc and Sky plc on the media public interest grounds of plurality and commitment to broadcasting standards. This began the process whereby Ofcom and the Competitions and Markets Authority (CMA) prepared reports on the public interests specified and jurisdictional issues, respectively. Continue Reading →

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Alphabet Shareholders Overwhelmingly Support Equal Voting

Alphabet DemocracyAt Alphabet, Inc.’s most recent annual meeting on June 7, 2017, class A shareholders overwhelmingly supported a shareholder proposal asking company management to recapitalize the share structure so that each share has one vote. According to the proponents of the proposal, assuming that all outstanding class B shares were similarly voted, then up to 99.8% of class A shareholders supported the proposal. Of class B insider shares, if only executive officers and directors of the company are counted, then an estimated 88.7% of class A shareholders still supported this proposal. Continue Reading →

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Alphabet: Another Democracy Vote

Alphabet Democracy

Alphabet’s Corporate Governance

At the June 7 annual shareholder meeting of Alphabet, shareholders will vote for a sixth year in a row to weigh in on tech-giant Alphabet’s unequal voting structure. Today is the last day to vote without attending the meeting tomorrow.

Shareholders are expected to vote in favor of the Recapitalization Plan for all Stock to Have One-vote per Share the but winning depends on getting far more than a majority vote. It means those holding shares with out-sized votes being willing to yield their power. What will make them see the value of more democratic corporate governance? The election is more symbolism than real. Still, symbolism can be powerful. Continue Reading →

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SciClone Pharmaceuticals Proxy Voting Guide

SciClone Pharmaceuticals Proxy Voting Guide by CorpGov.net. SciClone Pharmaceuticals, Inc. (SCLN), a specialty pharmaceutical company, provides therapies for oncology, infectious diseases, and cardiovascular disorders in the People’s Republic of China, the United States. SciClone Pharmaceuticals is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 8, 2017.SciClone Pharmaceuticals

SciClone PharmaceuticalsI voted FOR #5 proxy access, proposed by me, James McRitchie. See how and why I voted this and other items below. I voted with the Board’s recommendations 80% of the time. View proxy via SEC’s EDGAR system (look for DEF 14A).

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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Co-ops, Twitter, Democracy: Coalition Letter

Co-ops Twitter & Democracy

Co-ops Twitter & Democracy

The following is a coalition letter on Twitter, Co-ops and Democracy — specifically on our proxy proposal #4 Exit to Democratic Ownership. Take Action: vote before midnight Sunday (San Francisco time) by phone or electronic proxy OR vote on Monday at the Twitter annual meeting in San Francisco.

This is part of the #WeAreTwitter movement, well documented at BuyTwitter.org. I’m pasting the letter below and related links below that. Thanks to all who signed our letter. If the campaign continues at the annual meeting in 2018, I’m sure signatories will at least double.


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Walt Disney Company: Proxy Score 25

Walt Disney Company

Walt Disney Company: before you vote your proxy

The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide.

The Walt Disney Company is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on March 8, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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SRI Movement: Don’t Go Alone

SRI MovementBe Part of the SRI Movement

A lack of affordable SRI investing solutions may incentivize some savvy investors to do their own research and purchase their own portfolio of individual stocks, but this is almost always a mistake. There is power in the SRI Movement.

If you’re joining the SRI movement, it’s likely because you have a vision for our world and the economy that’s bigger than your own portfolio. To leverage the full scope of impact, you should identify ways that you can coordinate your efforts with others whose values overlap with your own. The easiest way to do this is by purchasing a SRI fund, but there are other ways to maximize your impact. Continue Reading →

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Committee to Rescue Reed’s: Proxy Vote

Committee to Rescue Reet's - Room for More Shareholders

Committee to Rescue Reed’s Declares Victory

The Committee to Rescue Reed’s declares victory and states how members intend to vote their proxies. With the annual meeting now set for November 29, I will post a more detailed analysis of the proxy by tomorrow. I have already received a number of inquiries from those asking how I will vote. Advice to me? Use the comment box below.

The Committee to Rescue Reed’s Announces That It Has Completed Its Near-Term Objectives at Reed’s and Is Therefore Withdrawing Its Board Nominees and Proxy Contest

Gratified That its Involvement Led to a Reconstituted Board with Four New Independent Directors

Rescue Reed’s Members State Their Intention to Vote Against Chairman & CEO Chris Reed for Failing to Work in Good Faith with the Committee to Appoint Shareholder Nominees to the Board

Rescue Members Intend to Remain Vigilant in Monitoring the Performance of the Company, its CEO and New Directors Continue Reading →

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Committee to Rescue Reeds files 13D

Schedule 13D Filed by the Committee to Rescue Reed's

Schedule 13D Filed by the Committee to Rescue Reed’s

On October 11, 2016, the Committee to Rescue Reeds issued a statement concerning the breakdown in its recent good-faith efforts to work with the Issuer’s Chairman of the Board and CEO, Chris Reed, to reach a mutually agreeable director slate and avoid a proxy contest at the 2016 Annual Meeting. In its statement, the Committee noted that it remains hopeful that an expanded, mutually agreeable slate of nominees will ultimately be agreed upon by the parties, but that as of October 6, 2016, the independently mediated process the Committee and Mr. Reed had previously agreed to was obstructed by Mr. Reed’s failure to provide the names and contact information of the Board’s recommended nominees. Continue Reading →

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Rescue Reed’s Discussions Stall

Committee to Rescue Reet's - Room for More Shareholders

Committee to Rescue Reed’s – Room for More Shareholders

Severely Disappointed that CEO Chris Reed Has Stalled the Process Aimed at Reaching a Mutually Agreeable Slate of Board Candidates

The Committee Has Tried to Work Constructively and in Good-Faith with Mr. Reed for Many Weeks to Reach a Compromise Board and Avoid a Proxy Contest, but to No Avail

The Committee Is Left with No Choice But to Proceed with Next Steps for Seeking the Election of its Five Highly Qualified Director Candidates at Reed’s 2016 Annual Meeting

Remains Open to Working with Mr. Reed to Arrive at a Unified Director Slate as Proxy Deadlines Loom Continue Reading →

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HRB H&R Block: How I Voted – Proxy Score 57

HRB Never Settle

HRB Never Settle For Fake Proxy Access

H & R Block Inc (NYSE:HRB, $HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 8, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked and voted but Proxy Insight had many more. I voted in favor of my suggested proxy access amendments to current bylaws and with the Board’s recommendations 64% of the time. View Proxy Statement. Continue Reading →

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Stock Buybacks: Four Reasons

Stock Buybacks

Stock Buybacks

Stock Buybacks: Directors Identify Four Reasons Stock Buyback Programs

Stock buybacks have reached their highest level since the financial crisis, with S&P 500 companies repurchasing $166.3 billion of shares in first quarter of 2016. The Investor Responsibility Research Center Institute (IRRCi) and Tapestry Networks have scheduled a webinar for Tuesday, September 13, 2016, at 1 PM ET to review the findings and respond to questions. Register at no charge here.  Download the research here.

Stock Buybacks: What Directors Say

As large American public corporations repurchase company shares at historic rates, corporate directors cite four key reasons for buybacks: to return capital to shareholders; invest in the company’s shares; offset dilution from using equity as currency; and/or alter the company’s capital structure. The directors generally disagree with widespread criticism of corporate stock buybacks, and say that companies need to better disclose the reasons for undertaking buybacks.

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The Handbook of Board Governance: Part 4

The Handbook of Board Governance

The Handbook of Board Governance in Times Square

I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 4 of the book, The Rise of Shareholder Accountability. As a shareholder advocate, this is my favorite part of The Handbook of Board Governance. See prior introductory comments and those on Part 1Part 2 and Part 3. I suspect The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance.”

The Handbook of Board Governance: The Happy Myth, Sad Reality

Robert A.G. Monks warns, capitalism without owners will fail. The chapter is a condensed and updated version of Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream, which I reviewed here. Continue Reading →

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The Handbook of Board Governance

The Handbook of Board Governance

When I agreed to contribute a chapter to Richard Leblanc’s book, I knew he was an excellent speaker, blogger and teacher. I also suspected he was a good promoter. How else could he attract over 23,000 members to his Linkedin group, Boards & Advisors? But, I never dreamed I’d see The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members make the lights of New York’s Times Square across from the Hard Rock Cafe. Now I’m half expecting to see Leblanc on the late night TV circuit, like a candidate for public office reaching out to voters.
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Deal Professor: Haranguing

Haranguing

Haranguing

Haranguing – A speech addressed to a large public assembly; a popular oration; a loud address to a multitude; in a bad sense, a noisy or pompous speech; declamation; ranting. A speech before a multitude or on the hustings.

Once again, the Deal Professor blasts gadflies John Chevedden, James McRitchie and William Steiner – this time for haranguing directors at annual meetings. A couple of years ago, Deal Professor Steven Davidoff Solomon equated our activities with terrorism (Deal Professor Equates Filing Proxy Proposals with Terrorism). Last week he wrote that we “make a habit of haranguing directors at corporate meetings.” (Online Shareholder Meetings Lower Costs, but Also Interaction, NYTimes, 5/31/2016).

In an otherwise fairly balanced article on the positives and negatives of online shareholder meetings, Solomon writes, Continue Reading →

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