Accountable may be an exception. Not many books on capitalism and corporate governance have the potential to spread like a meme. O’Leary and Valdamanis have a rare talent for using memorable terms like the Two-Buffett Paradox, Fiduciary Absolutism, and Milgram-Nixon Syndrome. Buy it on Amazon and I might get a few cents for the referral. I […]
The Giant Shadow of Corporate Gadflies, by Yaron Nili and Kobi Kastiel, (download at SSRN) is one of the more objective reviews of the recent influence of “gadflies” on corporate governance in America. It might have been even better if the authors had discussed their work with the subjects of their study – the gadflies. (Disclosure: […]
Trump celebrates labor day. Many who actually labor cringe at his repulsive words and actions. There are far instances too many to mention. Below are a few that are top of mind. (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 […]
Sock puppets are trying to generate another round of astro-turf comment letters to the SEC. Proxy advisors do NOT file shareholder proposals. Your money is NOT being stolen to pay for abortions. Shareholder proposals are nonbinding and do NOT give money to anyone. This YouTube video is full of lies made up by fake organizations […]
Extension sought by Josh Zinner of ICCR for SEC comment period on potentially explosive rulemakings of critical importance to all shareholders. Shareholders would do well to follow his lead by joining him in requesting a 120 day comment period for these complex rules. (more…)
SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]
Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]
Governance Fundamentals: Understanding Your Company’s Mechanics and Benchmarking. That was the title of the final spring 2019 SVDX/Rock Center program at Stanford Law on April 18. My cryptic notes below. (more…)
The John L. Weinberg Center for Corporate Governance of the Alfred Lerner College of Business & Economics at the University of Delaware will host a Corporate Governance Symposium on March 15, 2016. The focus of the Symposium will be “Critical Issues for Boards & Institutional Investors in 2016.” The Symposium will feature up to four […]
Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range […]
The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms. (more…)
On June 30th, the Securities and Exchange Commission released some long-awaited guidance on the procedures that advisers should follow in retaining proxy advisory firms and clarifies the responsibilities for both investment advisers and proxy advisory firms. Here is our initial response for a more detailed response please read our white paper. (more…)
TheRacetotheBottom has by far the best coverage I’ve seen on the SEC’s roundtable. Congratulations. Those interested in the tweet stream during the event can check out Proxy Advisory Services Roundtable: Tweets & Links to Analysis. Of course, there was no one invited to the Roundtable to represent the interests of retail investors… left out again. My biggest […]
The Securities and Exchange Commission today announced the agenda and panelists for its December 5 staff roundtable on the use of proxy advisory firm services by institutional investors and investment advisers. The roundtable, announced earlier this month, will begin at 9:30 a.m. and will be divided into two sessions. In the first session, participants will discuss, […]
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 […]
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 […]
After finding some “off-beat” proposals made at Fortune 250 firms and posted to ProxyMonitor.org, Laura J. Finn thinks the following might be Five Coming Trends in Shareholder Proposals (Corporate Board Member, July 11, 2013). I provide a brief evaluation of each and add a couple of my own. (more…)
Bartlett Naylor, Financial Policy Reform Advocate, and Taylor Lincoln, Research Director, both with Public Citizen’s Congress Watch division, wrote an excellent post recently, Looking for Conflict in All the Wrong Places. They criticize the the Congressional hearing entitled “Examining the Market Power and Impact of Proxy Advisory Firms.” Instead of proxy advisors, Congress should be looking […]
I blogged about this in December (Key Changes to Proxy Advisor Policies for 2013), mainly referring to a recent Alert from Weil. Writing for Alliance Advisors, Shirley Westcott, has added to the mix. I’m not sure when it was actually written because the publication says January 2013 at the top but September 2012 at the bottom. Nevertheless, another […]
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 […]
I was going to write-up a short guide to recently announced changes by Institutional Shareholder Services and Glass Lewis but after reading a recent Alert from Weil I’ve decided to save time by simply touching on a few of the main points and recommending readers go directly to the Alert. Why reinvent the Weil? (Sorry, […]
The U.S. Chamber Center for Capital Markets Competitiveness (CCMC) will hold a half-day event on Wednesday, December 5, 2012 in Washington DC to take an in-depth look at the influence of proxy advisors and the state of corporate governance in the U.S. It would be nice to get some shareowners out to at least listen and report back to […]
Update: This is a revised version of an earlier post this month. I’ve deleted that post because I don’t want anyone to mistakenly use the prior draft language. I’m hoping this language is a little tighter but always welcome reader suggestions. Last month I hoped ISS would reconsider their analysis of our proxy access proposal […]
Many institutional investors rely on a proxy advisory firm to assist them in voting the company proxy and fulfilling their fiduciary responsibility to vote in the interest of beneficial shareholders. The largest and most influential proxy advisory firm is Institutional Shareholder Services (ISS). The recommendations of ISS are not inconsequential. Academic and professional research suggests […]
FT.com reported, contrary to many perceptions, that investors in the UK’s largest companies often ignored the guidance of proxy advisers when voting on pay issues. After votes at WPP, Xstrata and Prudential, some company executives complained that advisers carried too much influence. (Investors not tied to proxy advisers, 8/26/2012) (more…)
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. […]
Voting Decisions at US Mutual Funds: How Investors Really Use Proxy Advisers (more…)
Marty Lipton and David Karpview view as “significant” the announced effort by BlackRock Inc., which invests over $3.345 trillion of client assets, to take a direct interest in the governance of the companies in which they invest. According to this 1/21/2012 post, Disintermediating the Proxy Advisory Firms, at the Harvard corpgov (more…)
Earlier today, the Shareholder Communications Coalition, composed of organizations not generally associated with shareholder advocates (Business Roundtable, National Investor Relations Institute, Securities Transfer Association, and The Society of Corporate Secretaries and Governance Professionals), sent a letter to the SEC with its suggestions for a proposed (more…)
UK-based proxy voting and research firm Manifest Information Services, which numbers the Swedish AP buffer funds among its clients, is planning to enter US market. Manifest, whose US partner Proxy Governance International (PGI) withdrew from the market late last year, will begin marketing in the US shortly, said Chief Executive Sarah Wilson. Manifest’s move comes […]