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 […]
Tag Archives | SEC
Rock Center Proxy Access Forum
James McRitchie, 05/05/2010 ,
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 […]
Ensuring Bad News Gets Above the 77th Floor
James McRitchie, 04/30/2010 ,
Recommended reading or listening: Diane Sanger Memorial Lecture by Nell Minow, sponsored by the SEC Historical Society and delivered on March 17, 2010. Her talk took on a wide range of topics, including: What Karl Marx, Adam Smith, Benjamin Franklin, and Andrew Carnegie had in common, Adventures with Bob Monks, The impact of Lewis Gilbert, current […]
What Should Boards Learn From Goldman Sachs?
James McRitchie, 04/19/2010 ,
As most know by now, the SEC sued Goldman Sachs alleging that the bank created and sold “synthetic” collateralized debt obligations, CDOs linked to subprime mortgages without disclosing to buyers that hedge fund Paulson & Co. helped pick the underlying securities and bet against the vehicle. Goldman is strongly disputing the SEC’s allegations. Business Week […]
"Corrected" Ballot at Altrea Tips Votes to Management
James McRitchie, 04/12/2010 ,
The latest development in the case of unfair ballots favoring management at Altrea is that Broadridge has now “corrected” the language on their voter information form (VIF) for the shareowner proposal to eliminate supermajority voting requirements. However, the “correction” fails to accurately portray the proposal at all, and simply places yet another hurdle in the […]
No One Knew it Existed: The SEC's Bounty Program
James McRitchie, 04/06/2010 ,
Since its inception in 1989, the SEC has paid out a grand total of $159,537. Five claimants have received money from the program since 1989, with one claimant taking home the bulk, $100k. The other four split $60,000. Bounty can’t exceed 10% of the amount recovered from a civil penalty but that limitation doesn’t seem […]
Abusive Practices Continue as VIFs Tilt Voting in Favor of Management
James McRitchie, 04/02/2010 ,
SEC Rule 14a-4(a)(3) states the proxy “shall identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and whether proposed by the registrant or by security holders.” Broadridge claims they don’t have to follow the rules required for proxies because […]
SVNACD: New Proxy Rules on Executive Compensation
James McRitchie, 03/23/2010 ,
What are the new SEC disclosure rules for executive compensation, especially the “risk” to the corporation of their compensation plans? How are companies dealing with these new rules — what do the early returns from this proxy season indicate? Are these new SEC requirements more of an annual risk assessment of compensation than disclosure rules […]
USPX to File Amicus Curiae Brief in Apache vs. Chevedden
James McRitchie, 02/23/2010 ,
Yesterday, Judge Lee Rosenthal of the Federal District Court in Houston issued an order (ApacheOrder) granting the United States Proxy Exchange (USPX) leave to file an amicus curiae (friend of the court) brief in Apache vs. Chevedden. The USPX had petitioned the court for leave on February 16, stating in part: Amicus curiae filings are […]
SEC IAC Report
James McRitchie, 02/22/2010 ,
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 […]
CorpGov Bites
James McRitchie, 02/19/2010 ,
“Bank of America persuaded the SEC to drop “proxy access” provision as they negotiated a $150 million settlement of a lawsuit tied to the takeover of Merrill Lynch & Co… The U.S. Chamber of Commerce, which represents more than 3 million companies, has said “activist shareholders” would use proxy access to hijack elections to pursue […]
Firms Gone Dark: Another Reason to Abolish Street Name
James McRitchie, 02/13/2010 ,
Thanks to Jesse M. Fried for signing on to our draft petition to the SEC to abolish street name registration. (see also, Co-Filers Wanted on Petition to Eliminate Street Name Registration, 1/13/10 and Street Name Registration: An Antiquated Idea, HLS Forum on Corporate Governance and Financial Regulation, 1/30/2010) More important, Fried reminded us that moving […]
Disclosure Enhancements May Drive Resolutions
James McRitchie, 02/01/2010 ,
The Corporate Library’s free new report entitled “What To Expect During Proxy Season 2010,” states, “The SEC’s new ‘Proxy Disclosure Enhancements’ will likely dominate the coming season.” The report also anticipates increased scrutiny of executive compensation practices, and new disclosure requirements for compensation consultants. Finally, the report expects that publication of proxy voting outcomes will […]
Of Alter Egos and Solicitations
James McRitchie, 02/01/2010 ,
Broc Romanek, of theCorporateCounsel.net has drawn the attention of his subscribers to an online solicitation by Physicians Committee for Responsible Medicine “to essentially “borrow” shares in an effort meet the eligibility requirements of the shareholder proposal rule and be able to submit shareholder proposals at 11 companies (and thus advance their own social agenda)? Pretty blatant […]
SEC Requires Disclosure of Climate-Related Impacts
James McRitchie, 01/27/2010 ,
The SEC issued new interpretive guidance that clarify companies must weigh the impact of climate-change laws and regulations when assessing what information to disclose to investors in terms of climate-related ‘material’ effects on business operations, whether from new emissions management policies, the physical impacts of changing weather or business opportunities associated with the growing clean […]
Voter Funded Investor Education Proposal
James McRitchie, 01/24/2010 ,
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 […]
Apache v Chevedden: SEC Rules Don't Reflect Reality
James McRitchie, 01/21/2010 ,
I was delighted to see Broc Romanek coverage of the controversy surrounding Apache v Chevedden, although he did so in a members only area of theCorporateCounsel.net. I hope the case gets a lot of attention. Yesterday, I was discussing a table I am working on that shows some of the rights denied to street name […]
SEC Self-Funding Authority Demanded
James McRitchie, 01/20/2010 ,
Members of the U.S. Senate Committee on Banking, Housing, and Urban Affairs were sent a letter today from signatories representing a broad coalition of investors and market participants (including the publisher of CorpGov.net) urging them to provide self-funding authority to the SEC so that it has the resources necessary to fulfill its mission to protect […]
CorpGov Bites
James McRitchie, 01/11/2010 ,
TheCorporateCouncil.net posted a transcript of a recent Webcast on the SEC’s new Proxy Disclosure requirement. Like always, they do an excellent job of sorting out issues for those getting into the weeds. RMG reports “The wave of new federal securities lawsuits related to the global credit crisis has finally subsided, down 7-24% depending on whose data […]
TK Kerstetter Wrong on Board Disclosure
James McRitchie, 01/10/2010 ,
TK Kerstetter wrong on board disclosure proposal at the SEC. TK Kerstetter is the president and CEO of Board Member Inc. a privately held publishing, database, research, and conference company focused on corporate board issues and governance trends. Corporate Board Member is sent to all corporate directors of public companies on the NASDAQ, NYSE Euronext, […]
CII Supports SEC Effort to Increase Potential Liability at Credit Rating Agencies
James McRitchie, 12/25/2009 ,
The SEC is considering a proposal to rescind an exemption that would cause Nationally Recognized Statistical Rating Organizations to be included in the liability scheme for experts set forth in Section 11, as is currently the case for credit rating agencies that are not NRSROs. NRSROs “have generally escaped accountability for their shoddy performance and […]
Investors Against Genocide Fighting American Funds, Broadridge and Vague SEC Requirements: More Problems Solved Using Direct Registration
James McRitchie, 11/25/2009 ,
According to Investors Against Genocide, proxies issued directly by American Funds met the SEC standard (Rule 14a-4(a)(3) of the Securities Exchange Act of 1934) by clearly indicating the vote was about not investing in companies that substantially contribute to genocide. However, according to American Funds, 50 – 60% of its shareholders hold their shares in […]
Proxy Access: The Letters Are In
James McRitchie, 10/01/2009 ,
The deadline was August 17th, so the comment letters on proxy access have all been filed and posted. Many are well worth reading. If you don’t see yours posted, you might want to resubmit it. TIAA-CREF, one of the more conservative shareowner activists, calls on the Commission to raise the threshold to 5% for shareowners at all […]
A Primer for Boards
James McRitchie, 09/15/2009 ,
Cornelis A. de Kluyver, an academic and practitioner with global experience, has written A Primer on Corporate Governance published by Business Expert Press. While not nearly as extensive as recent textbooks by Bob Tricker or Monks and Minow, this is a quick read that provides most of the basics for future directors and those who […]
Proxy Access
James McRitchie, 08/20/2009 ,
Les Greenberg and I petitioned the SEC for proxy access back in 2002, so we both have a longstanding interest in seeing a proposal move forward. The Council of Institutional Investors said our proposal “re-energized” the “debate over shareholder access to management proxy cards to nominate directors.” (See Equal Access – What Is It?) Of […]
July 2009 News Archives
James McRitchie, 07/31/2009 ,
Mutual Funds: Pass Through Voting? Various studies have shown that mutual funds often place their own interest in asset gathering ahead of their fiduciary duties. After studying proxy voting by US funds, Jennifer S. Taub (of UMass) concludes one option might be to “borrow from British reforms by creating a uniform set of best practices […]
Support Petition to Keep Blank Votes Blank
James McRitchie, 05/20/2009 ,
This morning, the SEC held a hearing on proxy access. By a three to two vote, Commissioners voted for proxy access. Democracy in corporate governance will dramatically improve with our right to nominate and elect directors, even if limited to 25% of the board. Directors may actually begin to feel dependent on the will of […]
Corpocracy and How to Get Our Democracy Back
James McRitchie, 12/15/2007 ,
One book on corporate governance made Ralph Nader’s list of Nine Books That Make a Difference: A Reading List for the Holidays. Here’s his brief review: Corpocracy by Robert A.G. Monks (Wiley Publishers) summarizes its main theme on the book’s cover-“How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine-and How to Get […]
Icarus in the Boardroom
James McRitchie, 08/15/2005 ,
America loves risk-taking CEOs, but when such behavior crosses over to boardrooms it could have massive consequences because of the growing scale of businesses and society’s greater dependence on equity markets. Icarus in the Boardroom: The Fundamental Flaws in Corporate America and Where They Came From (Law and Current Events Masters), by David Skeel draws […]
Archives: December 2002
James McRitchie, 12/30/2002 ,
Archives: December 1997
James McRitchie, 12/31/1997 ,
Delaware Court of Chancery has made important rulings concerning stock option plans for directors and the issuance of stock to directors in Noerr v. Greenwood and Linton v. Everett. According to Edward P. Welch and Andrew J. Turezyn, the cases “counsel directors and their legal advisors to consider carefully such issues as fairness, disclosure to […]