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 academic papers on corporate governance and a panel discussion featuring speakers from the Delaware judiciary, academic, business and legal communities. The John L. Weinberg Corporate Governance Best Paper Award will be presented during the symposium luncheon. Continue Reading →
Tag Archives | regulations
Carl Gershenson – “Protecting Markets from Society: Non-Pecuniary Claims in American Corporate Democracy” forthcoming in Politics & Society looks at the role of the state as ‘market protector.’ Protecting us from inside trading, pump and dump schemes, policing market players? Yes, that may be the primary duty of agencies such as the SEC. However, Gershenson turns our attention to a very important secondary duty – “protecting the market from disruptive challengers so that corporations may operate as if markets were autonomous.”
As we have seen in The Rise and Fall of Homo Economicus: The Myth of the Rational Human and the Chaotic Reality and the Economics of Good and Evil: The Quest for Economic Meaning from Gilgamesh to Wall Street, people are not rational robots. Continue Reading →
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: Continue Reading →
Author Presentation of Findings: September 19, 2014
This unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at the bottom of this review for your reference. The word “modern” in the title refers roughly to the post 1970 world.
Although referenced, the set does not stem directly from The Modern Corporation and Private Property by Adolf Berle and Gardiner Means. And of course, scholars continue to explore the consequences of this rift in books such as Citizens Continue Reading →
Last week the SEC finally proposed rules to require public companies to disclose the pay ratio between their CEO and their employees, as mandated by Dodd-Frank. Companies would have to disclose the ratio between CEO compensation and the median pay of their employees. Update: Comments due December 2nd.
As reported by the WSJ, the ratio of “average” pay jumped from 51.6 in 1981 to 319.7 in 2011, according to data compiled by Kevin Murphy of the University of Southern California. The AFL-CIO sampled S&P 500 firms and claims the ratio went from 42 in 1980 to 380.
In response to complaints from multinationals that tallying pay for workers around the globe would be prohibitively expensive, the SEC’s draft largely leaves estimating and sampling methodology up to individual companies. Continue Reading →
See the rulemaking and comments already posted to SEC site. I’m concerned that provisions meant to facilitate voting on broker platforms may lead us right back into what is essentially broker voting. See discussion of Enhanced Broker’s Internet Platform beginning on page 37. I would much prefer a more open system as I described in my Harvard Law post, An Open Proposal for Client Directed Voting. See also proxy plumbing comments by Moxy Vote and proxy plumbing comments by VoterMedia.org. Continue Reading →
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 there will be little in the way of attribution. Don’t expect complete sentences or thoughts either. The links are mine but don’t represent an endorsement by me. They just seemed relevant in a split second decision of how to add a little value to the conversation. Opinions will differ. I throw out lots of opinions. Some are those of panelists, some are mine, and some came from the audience. I learned a few things, renewed acquaintances and made some new ones. I hope this provides readers with some sense of the discussion. That’s my main objective. Continue Reading →
The February 5 roundtable, which will evaluate the impact of tick sizes on the securities markets, will consist of three panels.
Participants on the first panel will address the impact of tick sizes on small and mid-sized companies, the economic consequences Continue Reading →
SEC Chairman Mary L. Schapiro testified today before the Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs Oversight and Government Reform Committee, U.S. House of Representatives. Excerpts below: Continue Reading →
This Week in the Boardroom (7/7/2011) hosts Paul Washington, Senior Vice President, Deputy General Counsel and Corporate Secretary of Time Warner Inc. The segment–taped at the Society of Corporate Secretaries & Governance Professionals‘ National Conference in Colorado–addresses shareholder proposals, withhold vote campaigns, risk, long vs short-term, and the ever-changing role of corporate secretaries. Make it safe for the CEO to come to the board without all the answers.
A week earlier (6/30/2011) TK Kerstetter, President of Corporate Board Member, speaks with Ken Bertsch, President & CEO of the Society of Corporate Secretaries & Governance Professionals, at the Conference. The segment addresses regulatory changes, board education, and the balance between business processes and shareholders rights. Say on pay (accompanying lawsuits for failed votes), technology in the boardroom, risk (especially liquidity) and whistle-blowers were three big topics. We’re at the point of possible Federal overreach. See also Ken Bertsch reaches out to small and mid-cap companies, Corporate Secretary, 7/1/2011.
There are plenty of ways to steal an election. Some require guns. Others depend on bribes. Perhaps the simplest involve misleading ballots. For its corporate election this year, American Tower Corporation (AMT) has produced a humdinger. Item 04 of their ballot (technically a VIF; I will explain this legal nicety some other time) gives shareowners the option of voting “for,” “against” or “abstain” for the following:
TO CONDUCT AN ADVISORY VOTE ON COMPENSATION
In years past, shareowners have placed similar “say-on-pay” items on other corporations’ ballots. These tended to garner strong support as shareowners, concerned about lavish executive compensation, sought an opportunity to weigh in. But last year’s Dodd-Frank financial reform act mandated say-on-pay votes at all public corporations. So why Continue Reading →