True Shareholder Democracy? Jeff Sommer at the New York Times thinks he’s glimpsed the future. (A Glimpse of a Future With True Shareholder Democracy) He is off the mark but focuses on a fundamental issue, John Coates’ The Problem of Twelve. Should twelve people control US public companies? True Shareholder Democracy? More important than INDEX’s […]
Predatory Value Extraction: How the Looting of the Business Corporation Became the US Norm and How Sustainable Prosperity Can Be Restored (Kindle/Hardcover), by William Lazonick and Jang-Sup Shin, chronicles how agency theory and ‘maximizing shareholder value’ (MSV) led to looting of publicly traded companies. As many of us sit home waiting out the COVID-19 pandemic, […]
SHARE Summit 2020 was a first for me. I had never attended a conference put on by Canada’s Shareholder Association for Research and Education. I encourage Americans to learn from our northern neighbors. Next year’s Summit will be in Toronto, so may be more accsssible to most readers than this year’s in Vancouver. (more…)
File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]
Yesterday, I posted a recent letter to the editor of Pensions & Investments praising their editorial, Winning Over Proxy Voters, which argues that institutional investors have a fiduciary duty to announce their proxy votes in advance of annual meetings, if doing so is likely to influence voters. If institutional investors heed their call, it will speed […]
Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development. He is keen to open up the site to corporate governance analysts & corporate governance research. Mike kindly gave permission to reproduce the interview on CorpGov.net. (more…)
After posting Cisco Systems: Prime Target For Proxy Advisor Competition, Cisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of […]
Cisco Systems, Inc. $CSCO is one of the stocks in my portfolio. Their annual meeting is next week on Tuesday, 11/13/2013. ProxyDemocracy.org had collected the votes of 2 funds when I checked on 11/13/2013 (there have been more since). I voted with management 56% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any […]
I received a series of questions about my 11/5/2013 post Cisco Systems: Prime Target For Proxy Advisor Contest. Since other $CSCO shareowners might have similar questions, I am posting the questions and our responses below regarding proxy proposal #5, APPROVAL TO HAVE CISCO HOLD A COMPETITION FOR GIVING PUBLIC ADVICE ON THE VOTING ITEMS IN THE PROXY […]
Cisco Systems (CSCO) faces challenges as never before. For example, see Here’s What Happened When Cisco Lost A $1 Billion Deal With Amazon. Meeting those challenges will take a concerted effort by management and the board of directors. Shareowners, who elect the board and vote on major proxy issues facing our company, also play an important role […]
In a recent Stanford “Closer Look” publication (How ISS Dictates Equity Plan Design), Ian D. Gow (Harvard but graduated from Stanford), David F. Larcker, Allan l. Mccall, and Brian Tayan argue ISS dictates pay equity plans. ‘Nonsense,’ was my first reaction. ISS policies generally reflect the will of its customers. The authors have a point […]
On September 22, the HLS Forum on Corporate Governance and Financial Regulation posted an article (The Promise of the Enhanced Broker Internet Platform) from John Endean, President of the American Business Conference, a coalition of CEOs of mid-cap companies. I attempted to post a comment on the HLS Forum but it appears to have fallen through the cracks. […]
Mark Latham came up with a brilliant idea in the late 1980s: Shareowners should use their corporation’s funds to pay for external evaluations of governance and performance of the board and management. Shareowners would vote to choose among competing organizations to provide this service. It was a simple concept but SEC rules made subsequent proposals […]
This book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also 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. While Corporate Governance […]
Just announced at Coast Capital’s AGM on Tuesday night — the resolution to regain member control of director pay (which was opposed by the directors) passed with over 79% of the vote. Here are some links: (more…)
This is Part 3 of a post which started out reviewing the important thesis outlined in The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights by Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013) in Agency Capitalism: Corrective Measures (Part 1). In this post and in Agency Capitalism: Corrective Measures (Part 2) I hope […]
This is Part 2 of a post which started out reviewing the important thesis outlined in The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights by Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013). See Agency Capitalism: Corrective Measures Part 1 and Part 3. Current law encourages mindless indexing of portfolios and voting like lemmings […]
After his victory at Canadian Pacific Railway (CP), Ackman claimed “Directors are sitting up more straight and reading board materials more carefully and questioning the CEO more intently. That is a very, very good thing.” Who can argue with that? But will better posture, thorough reading of thousands of pages of board materials and asking more […]
CalPERS is considering a policy of not investing in the initial public offerings (IPOs) of dual-class companies where shareowning is structured so that a minority will control the majority of the votes. From what I have seen, CalPERS has already opposed those that exist but this step would allow the retirement system to avoid purchasing shares […]
My wife, Myra Young, submitted a proxy proposal to Costco aimed at establishing a new and innovative way for shareowners to obtain proxy voting advice. The proposal would set up a contest, pay for proxy advice out of entry fees and corporate funds, and would then share the advice of four winners with all Costco shareowners. […]
Viewing the venture as a tragedy because it is folding is like saying Neil Armstrong was a failure because he left the moon and came back to Earth. Just as the Blue Marble photograph of Earth helped us see our world in a new light, Moxy Vote helped us see corporations differently. This gang of explorers blazed a […]
Just as corporations are facing demands for increased democracy through proxy access proposals and vague protests from Occupy Wall Street, some cooperatives, with long-held democratic values are in danger of shifting in the opposite direction through internal (more…)
It was the last SVNACD event of the season and I’m already looking forward to the fall for new programs. Another great program, led by the following: (more…)
Ben Christopher wrote a great profile of Mark Latham, highlighting some of his ideas and efforts around the voter media concept. (A Math Wiz’s Idea to Revive Local Journalism, The Tyee, 1/27/2012) (more…)
First, through several meetings, I heard HP was a likely target for a proxy access proposal. Then in November they appointed Ralph Whitworth to the board. See statement from CalSTRS. So, maybe that issue is off the table for now. Looking at the SEC’s no-action letters, I see this from November 18th (more…)
The Public Company Accounting Oversight Board (PCAOB) published a concept release that asks for public input on how to get auditors to become more independent, more objective, and more skeptical – and especially whether a mandatory rotation system for audit firms would achieve that objective. While mandatory rotation has been considered and dismissed in the […]
According to the SEC, “client directed voting” will be included in a forthcoming concept release on “proxy plumbing” issues and SEC Chairman Mary L. Schapiro now indicates review by the Commission is forthcoming (see this post on the Forum). It is critical that shareowners become familiar with this term. The SEC can shape their concept […]
The Securities and Exchange Commission has posted the agenda and schedule for the Investor Advisory Committee meeting in Washington, DC for this coming Monday, May 17. Webcast should be linked from here or here. Hat tip to Committee member Mark Latham and his VoterMedia Finance Blog for the reminder. Dan Ariely, an expert on behavioral […]
The following is a quick summary from Peter DeSimone, Director of Programs of the Social Investment Forum of what happened at the beginning portion of Securities and Exchange Commission’s Investor Advisory Committee (IAC) meeting today. First, the IAC as a whole adopted a recusal policy (draft) that recognizes that each IAC member represents specific […]
Mark Latham represents individual investors on the SEC Investor Advisory Committee (SECIAC). He reports in his VoterMedia Finance Blog on a creative Voter-Funded Investor Education Proposal. It was considered by the Investor Education subcommittee. Unfortunately, he was informed the SEC is not empowered to distribute funds to other organizations. Hopefully, he will be able to […]
On November 16, 2009, the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University presented a lunch-time lecture with Mark Latham, Director of VoterMedia.org and ProxyDemocracy.org. Latham is also a member of the SEC’s Investor Advisory Committee, as a representative of individual investors. He has written extensively on how the internet can […]