Tag Archives | shareholder

NTRS Resolution: Victory or Defeat?

The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business Roundtable and others had their way.

On December 12th, in response to the proposal, the Board of NTRS amended its bylaws to provide for proxy access. From the 8-K: Continue Reading →

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William Steiner, Shareholder Activist

William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who works with his father to carry on what has become a family legacy. Continue Reading →

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Retail Shareowners – Facilitating Votes & Activism: Part 3 ASA

Australian Shareholders' Association, ASARetail shareowners own about 1/3 of shares traded in the United States but vote only about 1/3 of the shares we own. Moreover, when we do vote, we frequently do so by blindly or unknowingly voting with management. In Part 1 and Part 2 of this series, I explored five internet platforms that were designed to increase knowledgeable participation by retail shareowners. In this post I start to take a look at the Australian Shareholders’ Association (ASA) as a potential model for the United States. The following is largely drawn from Wikipedia and from the ASA’s internet site. Continue Reading →

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Proxy Access Lite: Victories at Whole Foods, H&R Block

Proxy Access Road Building (photo by Erik Johansson)

Proxy Access Road Building (photo by Erik Johansson)

In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →

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Video Friday: Triple Feature on Shareholder Engagement

the engagement pyramidEngagement is, or should be, the common theme of our three videos. CalPERS argues it gives them a seat at the table. Professor Damodaran extols the importance of engagement as a possibility. As a shareholder, what avenues are open? In Davos, I think they looked through the wrong lens. Instead of engagement, they focused on an assumed end-goal that rules out other human values. Continue Reading →

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Directors Forum 2015: Part 1

Directors Forum 2015 Opening Reception

Directors Forum 2015 Opening Reception

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 was 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 of opinions. I have take slight liberties with the rule with regard to individual featured speakers, giving some sense of their talks without revealing the specifics of cases raised or providing quoted material of any substance. My notes are sometimes cryptic. Sorry but my time is better spent on other activities.

Tom Ridge

Tom Ridge

Directors Forum 2015: Sunday

Thomas J. RidgeCEO, Ridge Global, LLC

The Honorable Tom Ridge is the CEO of Ridge Global, which helps businesses and governments address risk management issues. He was the first Secretary of the U.S. Department of Homeland Security, another call to service for the former soldier, congressman and governor of Pennsylvania. Governor Ridge was the keynote speaker at the opening dinner. Continue Reading →

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Yvan Allaire: Shareholder Activism & Long-Term Value

Dr. Yvan Allaire

Dr. Yvan Allaire

In case you missed it last weekend, Donna Dabney, Executive Director of the Governance Center at The Conference Board posted this November 14th presentation by  Dr. Yvan Allaire presented at the Annual Meeting of The Conference Board Governance Center. His talk was titled Do activist interventions create long term shareholder value?

Allaire reviews a lot of studies and basically disputes the contention that activist interventions lead to long-term shareholder value. While I find his arguments compelling, what we really need in research going forward is much more nuanced than what his overview provides. Yes, I yield to the point that most shareholder activism doesn’t move in the direction I would like. For example, transferring wealth from employees and debt holders to shareholders only aggravates wealth disparity. Agreed – reducing cash, investment and R&D seem more likely to the hurt long-run prospects of a company. Continue Reading →

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Walden’s BNY Mellon Proposal Seeks Review of Proxy Voting Policies

Walden Asset ManagementHere’s one of the most interesting proxy proposals I have seen so far during this new season. I wasn’t aware of similar resolutions filed by Zevin until recently notified by Timothy Smith. If BNY Mellon is a PRI signatory, why are they consistently voting against what PRI stands for? Let’s see more proposals like this. It is like calling out green-washers for polluting.  Continue Reading →

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Savings Plus: Transparent Proxy Voting Needed

I’ve previously written two posts on California’s Savings Plus program and how one major contractor, Northern Trust has voted. (Part I & Part II) Below, I compare the votes of Northern Trust on proxy proposals with those recommended by the AFL-CIO. A similar exercise could be performed at any deferred compensation plan. 

Shareholders have voting rights, usually one vote per share, to decide who will serve on the board and to advise on pay and other issues. Funds, such as CalPERS and the CalHR Savings Plus program, have a legal duty to ensure shares are voted in the best interest of program participants. Continue Reading →

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Evasive Shareholder Meetings: Foxhole Contest Continues

Yuanzhi Li discusses Evasive Shareholder Meetings

Yuanzhi Li

David L. Yermack discusses Evasive Shareholder Meetings

David L. Yermack

When a company moves its shareholder meeting to a remote location, it is often associated with bad news, according to Evasive Shareholder Meetings (NBER Working Paper No. 19991) by Yuanzhi Li and David Yermack. The study finds that “companies are more likely to announce unfavorable quarterly earnings in the aftermath of long-distance meetings, and these firms’ stock prices significantly underperform market benchmarks over the six months following the meeting date.” After examining nearly 10,000 annual meetings held between 2006 and 2010, the authors find that a company that holds a shareholder meeting 1,000 miles away from its corporate headquarters has an average abnormal cumulative return of -3.7 percent on its stock during the ensuing six months. Continue Reading →

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Déjà vu: Shareholder Rights Under Attack

WaldenAssetManagement

Timothy Smith

Timothy Smith

The following on shareholder rights by Timothy SmithDirector of ESG Shareowner Engagement at Walden Asset Management, originally appeared in the Summer 2014 Edition of Walden’s Values Newsletter, which included the usual disclaimer at the bottom.

I’ve added the links and have tacked on some additional reformatted comments from Timothy Smith regarding the role of individual investors in prompting reform. 

Every once in a long while a group of companies, usually led by the U.S. Chamber of Commerce, launches a campaign to change the rules allowing investors to file shareholder resolutions. Welcome to the latest iteration. Continue Reading →

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Contest: Foxhole of the Year Award

Peabodyno-entryAnnouncing the second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents.  Nominations are now being accepted for 2014.

Yuanzhi Li and David Yermack studied the location and timing of annual shareholder meetings in their study Evasive Shareholder Meetings. When companies move their annual meetings a great distance from headquarters, they tend to announce disappointing earnings results and experience pronounced stock market underperformance in the months after the meeting. Continue Reading →

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Video Friday: Quadruple Feature Thanks to CorporateAffairs.tv

BrocRomanekBroc Romanek‘s CorporateAffairs.tv has started with a bang and plenty of early content in the form of brief videos that even those of us with attention deficit disorder can watch without missing a beat. Some in the ‘entertainment’ category are not so much for me. Still, it is great to see Broc and friends having fun. We’re too often in jobs or situations where there is far too little of that.

In the education category, a couple of my favorites include Birth of the Securities Act of 1933 and Shareholder Proposals: Who Submits Them? Continue Reading →

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Video Friday: The Coming Collapse of the American Corporation?

Gerald(Jerry)DavisFrom a CSES Lecture Series event held on February 6th, 2014 at Cornell University. Gerald (Jerry) Davis presented his research “The Coming Collapse of the American Corporation (and What Comes Next)?”

Shareholder-owned corporations were the central pillars of the US economy in the twentieth century. Due to the success of the shareholder value movement and the widespread “Nikefication” of production, however, public corporations have become less concentrated, less integrated, less interconnected at the top, shorter-lived, and less prevalent since the turn of the twenty-first Continue Reading →

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Directors Forum 2014: Morning Sessions

Kroc-School-of-Peace-and-Justice-University-of-San-DiegoBelow are some notes I took during the morning sessions at the Corporate Directors Forum 2014, held on the beautiful campus of the University of San Diego, January 26-28, 2014. This year, I was only able to attend on January 27th. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion. Continue Reading →

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Cisco: How Our Proxy Competition Would Work – The Short Version

ciscoVoteAfter posting Cisco Systems: Prime Target For Proxy Advisor CompetitionCisco 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 the reasons behind the proposal. More resources and more competition could make for better voting at Cisco for all shareowners.

I keep getting the same fundamental question. How would it work in practice? Here’s what I tell them.  Continue Reading →

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Review: Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis

DirectorsDutiesAndShareholderLitigationinthWakeoftheFinancialCrisis

Joan Loughrey

Joan Loughrey

This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not ignored. Americans reading the book will benefit from a better understanding of the UK framework and how portions may or may not apply here.

For example, the UK Code of Corporate Governance makes boards responsible for determining the nature and extent of the risks that companies should undertake. Yet, even in the wake of extreme circumstances and huge financial losses, Continue Reading →

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Review: Shareholder Activism as a Corrective Mechanism in Corporate Governance

Paul Rose

Paul Rose

Bernard Sharfman

Bernard Sharfman

Rose, Paul and Sharfman, Bernard S., Shareholder Activism as a Corrective Mechanism in Corporate Governance (September 11, 2013). Ohio State Public Law Working Paper No. 225. Available at SSRN.

Type: Theoretical

Research Issue: How can activism be utilized to allow corporate decision making to be executed in the most efficient manner? Continue Reading →

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Investor Forums

forumInside Investor Relations (IR) had an important article on July 30th, On the Way to the Investor Forum that raised the question: do companies really want to encourage their shareholders to chat about them in online forums? Wouldn’t it create a lot of work for investor relations officers (IROs) “who are responsible for monitoring these online groups, responding to any misinformation posted on them, dealing with legal and other consequences?” Continue Reading →

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Google Insiders Foil Chevedden's Latest Attempt to End Dual-Class Voting

John Chevedden, Shareowner Activist

John Chevedden, Shareowner Activist

Activist, John Chevedden pushed for Google to change its capital structure to give all shares an equal vote.  Most of us own Class A stock with one vote per share. But Google co-founders Larry Page and Sergey Brin, along with Chairman Eric Schmidt, control about 64% of the votes through Class B stock with 10 votes per share.

Chevedden argued the current system allows Google to use shareholders’ capital without giving them the power to hold management accountable for how they run the company. Most shareholders agree with his assessment. Consider the fact that Google insiders control about 70% of votes. Continue Reading →

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Shareholder Wealth Maximization: Implementation under Corporate Law

No time for my own analysis, but I though readers should be aware of this recent paper. Sharfman, Bernard S., Shareholder Wealth Maximization and its Implementation under Corporate Law (May 16, 2013). Florida Law Review, Vol. 65, No. 5 (2013). Full text available at SSRN.

Abstract: As its theoretical foundation, this article accepts shareholder wealth maximization as both the primary norm of corporate governance and the objective of corporate law. If so, then any model of corporate law must explain why courts have historically shown little interest in reviewing a Continue Reading →

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Turkey's e-GEM Beats Broadridge at Shareowner Communication

Turkey became the first country to require issuers to offer electronic proxy voting with the 1 October inauguration of a voting platform from MKK called e-GEM. The system will stream annual general meetings (AGMs) real time and let shareowners communicate with each other, vote before the meeting, and even change their vote as an annual meeting occurs. Other markets have e-voting but do not require it of all listed companies. Expect other markets to keep an eye on this development.  (Corporate Governance Roundup: New Rules in Canada, Switzerland, Continue Reading →

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Director-Shareholder Engagement – Limits and Possibilities

Board/Shareholder engagement is a topic receiving increased attention in the US.  Many governance organizations and experts have been discussing this topic in an attempt to highlight the issues and challenges that have been expressed by the various constituencies including the directors, institutional shareholders (both US and global), activist shareholders, corporate management, regulators, Continue Reading →

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