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…)
Tag Archives | Rock Center
Judicial Independence: Conflicts
Judicial Independence: Conflicts of Interest was the primary focus of last week’s first Rock Center / SVDX program of the academic year. It was titled Condos on Lanai, Private Planes, and Electric Cars: Judicial Views of Purported Conflicts Among Silicon Valley Director. (more…)
Cultural Risks: SVDX & Rock Center
Cultural Risks: As Advertised Cultural risks were the topic of a recent Rock Center / SVDX event. The spotlight often shines on cultural risks only after an organizational crisis or incident. But forward-looking leaders are shifting to a proactive approach to cultural risk management. Macro business issues—cost and regulatory pressures, digital disruption, cyber threats, talent shortages, […]
AI: Boards Embracing Technology
Robotics and AI: How will Boards Embrace Tomorrow’s Technologies? As advertized: AI and Robotics are coming. There is no question that disruptive technologies are going to dominate not only what is introduced into the marketplace but also how our businesses are operated internally. Two evolving, and already disruptive forces, are robotics and artificial intelligence (AI). […]
Lead Director – Non-Executive Chair: Evolving
Today’s lead director and non-executive chair face a seemingly never-ending set of risks, governance decisions and strategic initiatives as a result of investors’ growing emphasis on board transparency, accountability, and independence. This insightful panel focused on the evolving roles of board leaders, specifically, the independent chair and lead director. Drive higher-performing boards through improved processes, […]
Governance, Liquidity, and Employee Retention
Governance, Liquidity, and Employee Retention in an Era of Capital Abundance was the full title of last Thursday’s morning event sponsored by the Silicon Valley Directors Exchange and Stanford’s Rock Center for Corporate Governance. As billed, we were to hear a panel of experts discuss the role of the board of directors in addressing challenges of […]
Stockholder Engagement: Cooperation, Confrontation or Tacit Standoff?
Companies, and in particular boards, can no longer rely on ad hoc interaction with proxy advisory firms to “check the box” on stockholder engagement on governance issues. This SVDX/Rock Center panel addressed the evolving landscape of stockholder communications in light of increased profiles of institutional governance departments. What are best practices for board and company engagement […]
Rock Center Program for Journalists
The Rock Center Program for Journalists: A Primer in Corporate Governance is a one-day program intended to educate journalists who cover these issues. The program is scheduled for Thursday, June 9 at the New York Offices of Skadden, Arps, Slate, Meagher & Flom LLP. Applications are due May 20. (more…)
Directors Prepare for Shareholder Activism
How should directors prepare for shareholder activism? That was the underlying question addressed by last week’s SVDX / Rock Center for Corporate Governance joint event – Shareholder Activism: The Good, the Bad or Just Ugly. Shareholder activism is in the news almost every day. How does it play out in Silicon Valley? Is activism beneficial to (some) shareholders in the […]
Video Friday: Replacing Board Members
As I reported in Replacing Board Members: The Elephant in the Room, SVDX and Stanford University’s Rock Center put on another great event last week that just about packed the house! These events are always top notch. A few nibbles and coffee or tea for breakfast, excellent company and a great program — what more could you want on third […]
Runaway Management: SVDX/Rock Center Event
It was another great jointly sponsored event at Stanford Law on April 16, 2015 – this one on runaway management teams. As noted in the promo for the event: Board membership is difficult enough these days, even when the relationship between board and management functions well. But when faced with runaway management teams, the situation […]
Activist Investing Trends & Impact on the M&A Market
The second annual Kirkland & Ellis Law Forum at Stanford’s Rock Center for Corporate Governance, brought together a leading academic, legal practitioners, and an investment banker to discuss recent trends in activist investing and their impact on the M&A market. What follows are my cryptic notes. The Center will probably post the video at some […]
Video Friday: Rise of Controlled Corporations
On January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed. With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. […]
Video Friday: Corporate Inversions
On October 14, 2014, Stanford Law School’s Arthur and Toni Rembe Rock Center for Corporate Governance hosted the discussion “Corporate Inversions: Desertion or Value Maximization?” Unfortunately, I missed this one but at least the Center caught it on video. Now we can watch at our leisure. Thanks again to Authur and Toni Rembe Rock for a […]
Surveys: Nonprofit Board Members & SRI 2014 Conference Attendees
Two important surveys are now underway. If you are a board member (director) with a nonprofit, please respond to the first survey request below. If you attended the SRI 2014 Conference in Colorado Springs last week, please find details in the second survey request below. (more…)
Pay it Forward for the World of 2025
How will 2025 be different from today? What should you innovate, invent, create or build? What steps should you take today to position yourself and your company to flourish in tomorrow’s world? Those were some of the questions that were asked and at least somewhat answered on Tursday, October 16, 2014, as the Silicon Valley […]
Video Friday: Board Education & Kerstetter Moves On
For his last show, five-year host, TK Kerstetter, reminisces with Scott Cutler about the key moments of the show and introduces the new hosts who will carry the torch forward. Kerstetter had a great run with lots of interviews with interesting people in corporate governance. Now, apparently, he looks forward to going back to being […]
Stock Buybacks: Smart or Foolish?
Should boards reexamine stock buybacks? That was the subject addressed by a distinguished panel during a recent SVDX program hosted at Stanford’s Rock Center for Corporate Governance. What follows is the SVDX meeting pitch, with issues and brief bios, followed by a few of my observations at the event. Watch the video wrap-up (below) from WMS media […]
Video Friday: SVDX Upcoming Event – Got Technology Chops?
If you don’t speak Geek, you’re not a competent director. Have you heard of “Big Data,” but aren’t sure what it really means (or how much it has to do with your industry)? Do you keep seeing articles about cyber-security, but couldn’t describe the difference between SQL-injection and a brute-force (hacking) attack, if your life […]
SVNACD Event – Corporate Boards: Strategy, Not Just Operations Review
Bob Frisch is the managing partner of Strategic Offsites Group. He has more than 29 years of experience working with executive teams and boards worldwide on their most critical strategic issues. He has published three articles on teams and decision making in the Harvard Business Review: “Who Really Makes the Big Decisions in Your Company” (12/11), “When Teams Can’t […]
Shareholder Lawsuits: Where is the Line between Legitimate and Frivolous?
Larcker, David F. and Tayan, Brian, Shareholder Lawsuits: Where is the Line between Legitimate and Frivolous? (November 27, 2012). Rock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance and Leadership No. CGRP- 29. Available on SSRN. Shareholders of public companies are not responsible for designing executive compensation […]
Corporate Secretary: Consider an Ombuds Program
Is an ombudsman right for your company?, asks Aarti Maharaj in the current issue of Corporate Secretary. (more…)
Shareholder Activism: Stanford Rock Center for Corporate Governance Series – Part 1 of 3
Mason Morfit, a partner at ValueAct Capital and one of the most successful shareholder activists in the US, according to the Rock Center announcement, and Abe Friedman, of CJB Capital Management (former Global Head of Corporate Governance & (more…)
Rock Center Accepting Applications for Journalist Program
The Rock Center Program for Journalists: A Primer in Corporate Governance brings together a small group of media fellows, selected from leading writers in business and finance, to attend an educational event in New York City, May 23-24, 2012. (more…)
The Governance Ombuds: SVNACD & Stanford's Rock Center
Why are corporate employees unwilling to report serious misconduct? Why are they also frequently unwilling to share good ideas for improving products, services and business processes? Fear of retaliation is most often cited for the failure to report misconduct; a sense of futility for the failure to suggest improvements. All too often, employees have a […]
CEOs: Not the Best Directors
The new 2011 Corporate Board of Directors Survey from Stanford University’s Rock Center for Corporate Governance and Heidrick & Struggles has uncovered surprises about who makes the best board directors: it’s not necessarily the current CEOs that most companies seek out. “The popular consensus is that active CEOs make the best board members because of […]
Responsible Investor: Manifest to Enter US Market; UN Global Compact Gets Tough
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 […]
Video Friday: Diversity Rocks Stanford
Diversity On Corporate Boards: When Difference Makes A Difference: The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford. Speaker: The Honorable Luis Aguilar, Commissioner, United States Securities and Exchange Commission Speaker: Joseph A. Grundfest, W. A. Franke Professor of Law and Business, Stanford Law School; Senior Faculty, Rock Center for Corporate Governance, […]
The Future of Financial Regulation: Dodd-Frank and Beyond
On November 1, 2010, I attended an event sponsored by the Rock Center for Corporate Governance at Paul Brest Hall, Stanford University. I’ve noted a few times that students don’t seem to be taking advantage of Rock Center events. This time the hall was comfortably crowded. Background: Enacted in July 2010, the Dodd-Frank Wall Street […]
Strine Rocks Stanford
The last time I covered an event sponsored by the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford I complained that it was just attended by a few Stanford students. Such a program would have packed the house at Harvard, with students coming from all over the Boston area. (Stanford Rock Center […]
Stanford Rock Center Proxy Access Forum
The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University has quickly emerged as a focal point for conferences and seminars, research, and the development of new educational and course materials. The May 6th Proxy Access Forum was the latest iteration of the fine work being done at the Center. My disclaimer: […]
Rock Center Proxy Access Forum
The Rock Center for Corporate Governance at Stanford University is hosting a panel discussion on May 6th with SEC Commissioner Troy A. Paredes and relevant constituencies to discuss the SEC’s proxy access proposal and how it will play out. A summary of the SEC proposal, highlighting the principal controversies raised by various commentators and interest groups, and prepared […]
Stanford's Rock Center Lists CorpGov Cases
The Rock Center for Corporate Governance at Stanford University makes available case studies used in teaching corporate governance. Listings are on SSRN. Typical issues covered include: Say on Pay, activist investing, Netflix and their compensation packages that allow employees to determine their own mix of cash and equity-based awards, 10b5-1 plans providing a safe haven […]
How Technology Impacts the Boardroom
As an exercise to contemplate before the session, SVNACD asked prospective attendees to “consider the following question: what would a skeptical activist shareholder think if they knew exactly how many emails you sent and how many minutes you spent reading on your blackberry during your last board committee meeting?” Lionel M. (Lon) Allan (right), Board Chair […]