Fiduciary duty, has inverted, to become a duty to the corporation and its shares. We must reclaim it to serve its ultimate beneficiaries—shareholders as people.
Tag Archives | law
Business Roundtable Proxy “Reform” Agenda Threatens
The Business Roundtable Proxy “Reform” Agenda was recently released in a position paper entitled “The Need for Bold Proxy Process Reforms.” Far from encouraging healthy corporate governance, their agenda presents a grave threat to shareholder rights, public accountability, and efforts to address environmental and social challenges through the corporate ballot. This is yet another plan […]
Stanford Law 11/13 Guest Speaker
Stanford Law Activism Class – Jim McRitchie I was a one-time guest speaker at Stanford Law in a class taught by lecturers Derek Zaba and Ram Sachs on 11/13/24. In preparation for the class, I wrote down a few notes and added a bit after class, now shared with readers: (more…)
Torres-Spelliscy: Corporate Citizen?
Torres-Spelliscy’s Corporate Citizen? An Argument for the Separation of Corporation and State, analyzes the trail of legal cases that led to the 2010 Supreme Court decision in Citizens United, as corporations won rights originally reserved for citizens. Not only are they winning the rights of real persons, but they are avoiding the responsibilities of citizenship… like paying taxes. […]
Research Associate Job, Conference Board
Research Associate opening at the prestigious and influential Conference Board. Work on corporate governance leadership issues with Douglas K. Chia, Judy McLevey and Matteo Tonello. There aren’t many opportunities like this in the corporate governance industrial complex. Research Associate: Position Summary Conducts research projects developed within The Conference Board’s (more…)
July 2010, 2005, 2000 in Corporate Governance History
I don’t think we’ve gone back in time all year… too busy with proxy season. Join us as Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Yes, many links are broken. The world and the internet move on… still, it is worth a few […]
Bernard S. Sharfman: Speaking Availability
Following publication of two out of three planed posts on recent research (part 1 and part 2), the following was received from Bernard S. Sharfman concerning his availability as a speaker, complete with a PowerPoint Presentation of his most recent paper. Since I believe his article and ideas deserve wide circulation, I reproduce his note below. […]
Silicon Valley Corporate Governance & Gender Diversity
Fenwick & West, one of the Silicon Valley’s premier law firms serving technology, venture capital and life sciences companies, released its Corporate Governance Survey and its adjunct Gender Diversity Survey. The surveys cover more than a decade of governance and leadership trends comparing companies in the S&P 100 and their relatively smaller and younger counterparts in the Silicon Valley […]
CalPERS Sets Bad Example Regarding Dissent by Directors
Public dissent by directors should be encouraged, not penalized. If we don’t learn where directors stand on the issues and how they differ from each other, how do we know who to vote for? Two actions by CalPERS fifteen years apart are instructive. (more…)
Valdes Death Marks End to an Era of Corruption at CalPERS
Charles P. “Chuck” Valdes and I first met when he was the President of the California State Employees Association (CSEA) in 1979 or the early 1980s. California state employees had just won collective bargaining rights. I advocated that CSEA affiliate with SEIU to increase solidarity between state and private employees. I was struck by his […]
Lowell Milken Institute Law Teaching Fellowship: Applications Being Accepted
Lowell Milken Institute Law Teaching Fellowship applications are now being accepted by the Lowell Milken Institute for Business Law and Policy at UCLA School of Law. The Lowell Milken Institute Law Teaching Fellowship is a full-time, year-round, one or two academic-year position (approximately July 2015 through June 2016 or June 2017). (more…)
Guest Post: Stay Informed with Jurify’s Free Corporate Governance Database
Guest Post by Nicole Jasso Lopez, corporate lawyer and President at Jurify.com, discussing how Jurify presents corporate governance resources and keeps you up-to-date on developments. Jurify’s mission is to make sense of the law at a time when much information is free but navigating it is becoming increasingly difficult and time-consuming. And corporate governance is […]
SEBI's New Disclosure Guidelines for Mutual Funds
Guest post from Shriram Subramanian, founder of InGovern Research Services with the objective of facilitating shareholder activism by institutional investors and thereby enhancing corporate governance in India. Proxy Advisory Services, Corporate Governance Research, Risk Monitoring, and Proxy Services. India’s SEBI, through a circular dated March 24th, 2014, released a new set of disclosure guidelines to be followed by mutual funds. These […]
SRI Funds & Advisors Send Open Letters on Lawsuits Against Shareholders
It is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: (more…)
3 Victories in a Row for Shareowner Rights: CMG Still Bumbling
Thanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our […]
Video Friday: Margaret Blair – Making The Hard Call: The Unheralded Role of Corporate Boards of Directors
The UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of […]
Take Action: Join Nader's Penny Brigade
Some have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access). According to a recent article in the WSJ, the longtime consumer advocate is now putting […]
Review: Corporation Nation
Corporation Nation (Haney Foundation Series) by Robert E. Wright delves into the history of the corporation, particularly in pre-Civil War United States (the antebellum period). Like the earlier reviewed Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850, Corporation Nation addresses central issues such as agency theory, democracy and public interest through the lens of history. Despite […]
Job: General Counsel at CalPERS
CalPERS is still recruiting to fill its vacant General Counsel position. This is an exciting opportunity for a visionary in the legal profession to play a key role in a preeminent public pension fund. Under the direction of the Chief Executive Officer, the General Counsel supports CalPERS in the management of a global portfolio of […]
CalPERS Launches Search for General Counsel
The California Public Employees’ Retirement System (CalPERS) is seeking a visionary in the legal profession for the role of General Counsel to serve as a critical member of the organization’s Executive Team in support of CalPERS pension and health care programs. The General Counsel advises the Board of Administration, Chief Executive Officer and the organization […]
Take Action: Mickey Mouse Rule at SEC Needs Amending
Is SEC Rule 14a-8(i)(9) fair? Should the SEC amend the rule? What’s your opinion? I think the rule is problematic and needs changing. In this post I explain why, using my proposal at Disney (DIS) to allow shareowners to call a special meeting as an example. Here’s the text of the SEC rule: (more…)
Call for Papers: Purpose, Use, Potential Misuse of Stock Prices in Public Equity Market
Purpose, Use, Potential Misuse of Stock Prices in Public Equity Market Deadline for Proposals: November 15, 2013 Author Presentation of Findings: September 19, 2014 The Investor Responsibility Research Center Institute & The Millstein Center for Global Markets and Corporate Ownership have initiated a joint effort to better understand the purpose, use and potential misuse of stock prices in […]
Video Friday: Should 'Shareholder Value' Rule Business Thinking?
A KnowledgeAtWharton interview with Eric W. Orts, author of Business Persons: A Legal Theory of the Firm. According to Frank Partnoy, Professor of Law and Finance, University of San Diego, (more…)
Video Friday: Brian Cheffins on Comparative Corporate Governance
In 2012 Cambridge University launched a Masters degree in Corporate Law (the MCL), which offers students the opportunity to engage in detailed study of the legal and regulatory framework within which companies are governed and financed. The MCL, a full-time nine-month program, is taught by the Cambridge Law Faculty’s team of corporate lawyers, widely recognized as […]
Review: Law as Engineering
Law As Engineering: Thinking About What Lawyers Do takes a creative approach to law; instead of seeing law as closely associated with philosophy or economics, David Howarth points to legal design. Most attorneys aren’t involved in litigation. Like engineers, they are often hired to provide services not in the abstract but for particular purposes, mostly to […]
Shareholder Wealth Maximization: Implementation under Corporate Law
No time for my own analysis, but I though readers should be aware of this recent paper. Sharfman, Bernard S., Shareholder Wealth Maximization and its Implementation under Corporate Law (May 16, 2013). Florida Law Review, Vol. 65, No. 5 (2013). Full text available at SSRN. Abstract: As its theoretical foundation, this article accepts shareholder wealth maximization […]
Review: Whistleblower Laws
In The Successes and Failures of Whistleblower Laws, Robert G. Vaughn puts his life-long interest in perspective. A background with Nader’s Raiders studying federal agencies, work as an attorney representing whistleblowers, academic research and insights gained through study abroad facilitate Vaughn’s ability to evaluate the laws through theory and practice, stories and themes. From Stanley Milgram […]
Corporate Directors Forum 2013: Bonus Session
Below are some relatively quick notes I took at the Corporate Directors Forum 2013, Bonus Session, held on the beautiful campus of the University of San Diego, January 27, 2013. For a list of conference materials, see the Forum’s official site. My site, Corporate Governance (CorpGov.net) is unaffiliated. The program was subject to the Chatham House Rule, so […]
What to Expect in Regulation/Litigation
Center for Corporate and Securities Law 2013 Directors Forum Bonus Session looks like great add-on to the main event, Directors Forum 2013: Directors, Management & Shareholders in Dialogue, University of San Diego – Institute for Peace & Justice, Sun – Tues, 1/27-29/2013. See ten part coverage from 2012. The bonus session is Sunday, January 27, 2013 from 2:30 p.m. to 4:45 p.m. […]
Take Action: Write to Chevron to Protect Shareowner Rights
Chevron’s subpoena of e-mails in this case goes well beyond the individual players and is a threat to the communication rights of all shareowners. Action: Please take 60 seconds right now to send a message similar to the following to Chevron: I write to protest Chevron’s subpoena seeking emails and communications from Trillium Asset Management […]
Free Handbook: Corporate Governance and Securities Laws for 2013
Public companies are subject to an extensive and complex regulatory regime under the U.S. federal securities laws and stock exchange listing rules. This free handbook from Vintage Filings provides an overview of the securities law and stock exchange reporting, disclosure and corporate governance requirements applicable to public companies and their officers, directors and large shareholders. […]
Lowell Milken Institute Offers Law Teaching Fellowship
The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship, a full-time, year-round, one or two academic-year position (approximately July 2013 through June 2014 or June 2015). The position involves law teaching, legal and policy research and writing, preparing to […]
Excellent Reporting of MSFT Meeting by Janet Tu
Great reporting of Microsoft’s annual meeting yesterday by Seattle Times technology reporter Janet I. Tu. She did a fine job of covering the voting results, presentations and Q&A. (more…)
Crowdfunding Amicus Curiae on Gabelli v. Securities and Exchange Commission
William Michael Cunningham, of Socially Responsible Investment Research is attempting to crowdfund the filing fee for a friend of the court brief at the US Supreme Court. The case involves defendant Mark Gabelli, who was the portfolio manager for the Gabelli Global Growth Fund (GGGF), as well as several affiliated funds, from 1997 until 2004. […]
Video Friday: Joseph Stiglitz and Paul Krugman
The Institute for New Economic Thinking (INET), the Fashion Institute of Technology (FIT), and Shakespeare & Co. Booksellers hosted a remarkable evening of conversation between two economic heavyweights: Joseph Stiglitz and Paul Krugman. (more…)