Tag Archives | shareowners

Binding Arbitration to Eliminate Shareholder Litigation

The End of Shareholder Litigation: Using Bylaw or Charter Amendments to Require Binding Arbitration of Shareholder Disputes by Paul D. Weitzel analyzes whether a bylaw or charter provision that requires arbitration for all shareholder disputes would be enforceable. He finds that it would be and provides a model provision for inclusion in (more…)

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Science of Stock Manipulation

Unless current shareowners suffer a penalty for having CEOs who engage in earnings manipulation and insider trading they are likely to encourage such unethical and damaging behavior, finds a study by Ramy Elitzur, since choosing less ethical managers may be in the best interests of current shareholders, but not future ones. Many accountants believed that markets are efficient […]

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The Church and Occupy London: What Would Jesus Do?

PIRC Alerts November 8 issue carries an article pointing to an increasingly restive Church of England about executive pay and ethics in the City. The Church has struggled to find an appropriate way of responding to the Occupy London demonstrators (holding camp in front of St Paul’s Cathedral). However, this is clearly (more…)

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Boards of the Future: A Conversation With Richard W. Leblanc

Professor Richard W. Leblanc recently posted an article to his blog titled The Boardroom of the Future: Changes that will reshape corporate governance that merits wide exposure. Leblanc is a tenured, award-winning teacher and researcher, consultant, lawyer and specialist on boards of directors… a recipient of Canada’s Top 40 Under 40™ award. His research expertise is […]

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Proxy Access for the 99% – Open for USPX Member Comment

The time has come for shareowners to be allowed to include their own nominees for corporate boards in the proxy materials their corporations send out every year—so-called “ballot” or “proxy access.” The current system—that only allows shareowners to vote for candidates nominated by the current board—is absurd. The SEC has finally reaffirmed shareowners’ right to […]

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GMI & Si2 Offer Combined ESG Proxy Research

GMI and Si2 announced a strategic partnership to provide seamless subscription access, account management and special pricing to the firms’ ESG Board Briefing Research, Shareholder Proposal Analysis, and Executive Pay Scorecards. The combination of GMI’s compensation analysis with Si2’s expert insights into key environmental and social issues and proposal analysis may create a vital new […]

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Current Monopoly Costs Shareowners Millions

The Securities Transfer Association (STA) released a study, 2011 Transfer Agent Survey to Estimate the Costs of a Market-Based Proxy Distribution System, that evaluates the costs to public companies of beneficial owner proxy processing services over providing those same services to registered shareowners. The study concluded that public companies could save more than 42% if proxy […]

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Shareowners Too Busy But Hamermesh Offers Wrong Solutions

Lawrence A. Hamermesh, Widener University School of Law, Wilmington, Delaware gave the Keynote Speech to the Practical Law Institute’s Ninth Annual Directors’ Institute on Corporate Governance on September 7, 2011. In Too Busy to Think, Spread Too Thin to Matter: Making a Rational Stockholder Voting System an Agenda Item for Management/Investor Dialogue, he runs over […]

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Audio Friday: BBC Discussion on Corporate Governance

Peter Day asks what’s wrong with corporate governance. Business leaders make a lot of fuss about corporate governance, but the scandals keep on coming. In this programme, Peter Day hears from some leading authorities who makes several observations concerning nonexecutive directors, ownerless corporations, and the need for shareowners to sit on the nominations committees, a […]

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ICGN Via Twitter

Unfortunately, I didn’t make it to Paris for the ICGN meeting but even from Sacramento I can pick up a little on what is going on via Twitter, #ICGN11. @SMDavisYaleGov Stephen Davis. Debate on exec pay: time to replace alignment, paying CEOs simply as employees? See U-Turn For Exec Comp? 23 people gathered in a windowless conference […]

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Support Rulemaking Petition on Corporate Political Spending

A group of ten very prominent corporate and securities law experts submitted a formal rulemaking petition to the SEC last week urging the Commission to develop rules requiring public companies to disclose the use of corporate resources for political activities to shareowners. Please take a few minutes to join with me writing an e-mail to the SEC in […]

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Will Netflix Listen to Shareowners?

eBay moved to eliminate supermajority requirements in its bylaws at its first regularly scheduled meeting after shareowners approved a ballot measure by John Chevedden. So far, no real word from Netflix on whether or not they will heed the will of shareowners. It is great to see this issue covered by Bocco Pendola in Seeking […]

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Ouch! Don't Sue Me

Bob Verdun, the former publisher of the Elmira Independent has been ordered to pay $650,000 as a result of a defamation suit. In 2004, Verdun alleged Robert Astley’s involvement with the Clarica Life Insurance Company and its role in the development of a controversial recreation complex made him unfit for the board of BMO Financial […]

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Directors Should Thank Dodd-Frank

Eleanor Bloxham, a contributor to Fortune magazine, tells readers Why corporate directors should thank Dodd and Frank. With investors focused on “say-on-pay,” ISS recommendations against directors are down substantially. Ture, but this isn’t likely to last. Most institutional investors seem to be taking a year off from voting against compensation committee members, giving them a free […]

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Bainbridge Draws False Analogy Between Speech & Access

Stephen Bainbridge, in an uncharacteristically sloppy argument, rails against Lucian Bebchuk and his “acolyte” Robert Jackson for continuing to spread the claim that shareholders ought to be actively involved in an ever-expanding array of corporate decisions, by giving shareholders “a greater role in corporate political speech decisions.” I can understand that Professor Bainbridge resents interference […]

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Five Game Changers

CTPartners (AMEX: CTP), a leading global retained executive search firm, reported five major forces impacting corporate Boards, which include: The power shift from the Board to the shareholder. If Boards don’t take the lead on big issues like CEO compensation, Board structure, director competence and succession planning, shareholders will. Social media activism. Boards need to […]

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Texas Secession Led by Apache, KBR and Kinetic Concepts

The American Civil War began on April 12, 1861 or 150 years ago today. Texas companies now appear to believe they are again outside the United States with respect to federal laws regarding proxies, based on the flawed decisions of Judge Lee H. Rosenthal. As reported at theCorporateCounsel.net on April 5th: KBR filed a lawsuit in […]

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We Must All Be Activist Shareowners

Shareholders – mainly large institutions running pension funds – are supposed to invest for the long-term on behalf of their ultimate owners: you and me. They are also charged with channelling funds into businesses that will grow, boost the UK economy and so generate a decent retirement income for tomorrow’s pensioners. The reality is they […]

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Fix AGMs: 100 Words or Less

A message from Jim Kristie, editor and associate publisher of Directors & Boards: Annual meetings can be a frustrating and often futile exercise — in meeting statutory requirements, yes, but not much else as a worthy vehicle for demonstrating corporate leadership and enhancing shareholder relations.
 Thus, the cover story for the first Directors & Boards […]

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Shareowners Speak Louder in 2011

Passive or apathetic investors, take vote [note] : Now your votes  have actually begun to mean something. More so than ever, shareholders can truly feel like they’re part owners of public companies. That makes now the perfect time for a push for better corporate governance policies. As it turns out, large institutional shareholders are striking […]

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KBR Channels Apache: Chevedden Sued Again

It’s a case of legal déjà vu for John Chevedden. The retired aerospace worker and shareholder activist is once again facing a legal challenge in his attempt to submit a proposal to shareholders of a public company. This time, it’s KBR. Last year, Chevedden was sued by Apache Corp., which rejected his shareholder proposal because […]

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Non-Shareowner Standing to Sue in Corporate Elections

In Haah v. Kim, 2009 DJDAR 9071 (June 22, 2009), two individuals who entered into agreements to acquire shares were able to bring action seeking to invalidate an election of directors under California Corporations Code Section Section 709. The Court of Appeal took a broad interpretation of the term “shareholders.” California’s statute applies to foreign […]

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Turned Down at WFMI Again: Still, There is Progress

John Chevedden helped me draft and defend a resolution at Whole Foods Markets that requests the Board to adopt a policy establishing an engagement process with proponents of shareowner proposals supported by a majority of the votes cast, excluding abstentions and broker non-votes, at any annual meeting. It seemed like a rather straight-forward and simple […]

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Apache vs. Chevedden Takes Dramatic Turn

The drama of a retail investor fending off a sweeping lawsuit by a $33 billion corporation took a dramatic turn today, as the United States Proxy Exchange (USPX) intervened, filing an amicus curiae (friend of the court) brief in Federal District Court in Houston. John Chevedden, a retail investor and champion of shareowner rights, is […]

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David vs Goliath

The 2-15-10 court brief from Apache includes the following statement: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’ ” That seems strange to me coming from a company with a $33 billion market cap. I know John Chevedden and he is no Warren Buffet, when it comes to […]

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Intel Virtual Mtg Out for 2010 But Exploring Future with USPX

Bowing to shareowner concerns, Intel Corp. scrapped plans to hold an exclusively on-line virtual annual meeting in 2010 and is likely to participate in a Fall conference to establish safeguards for the conduct of virtual meetings in the future, the United States Proxy Exchange (USPX) announced today. Background Last Fall, Intel Corp. announced plans to […]

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Apache Files Slapp Suit: More Support for DRS

As reported in Risk & Governance Blog (1/13/10), theCorporateCounsel.net Blog (1/13/10), GlobalProxyWatch (1/15/10), and by Gary Lutin via e-mail (1/15/10), Houston-based Apache has sued shareowner activist John Chevedden, contending that he failed to meet the proof-of-ownership requirements in SEC Rule 14a-8(b) required to submit a resolution. See Apache v Chevedden. Chevedden provided documentation of his ownership but […]

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Top Ten for 2010

Ira M. Millstein, Holly J. Gregory and Rebecca C. Grapsas of Weil, Gotshal & Manges LLP offer up Ten Thoughts for Ordering Governance Relationships in 2010, including recommendations for boards, shareowners and regulators. This Week in the Boardroom: 12/24/09 TK Kerstetter and Scott Cutler also addresses their Top 10 Board Issues for 2010. Response to […]

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MoxyVote.com

MoxyVote.com launched on November 20, 2009 in Beta and has already attracted considerable attention. Philly.com jumped right in with West Chester’s Moxy Vote boosts rebel shareholders on opening day. Cari Tuna did something a little more substantial with her Proxy-Voting Advocates Pool Resources on the Web (WSJ/11/23/09). Of the systems utilizing the internet to increase […]

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A Primer for Boards

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 […]

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July 2009 News Archives

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 […]

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Yale Governance Forum June 2009: Restoring Trust

Prior to the Forum, I attended a reception honoring the Rising Stars of Corporate Governance for 2009. Those included in the photo are (left to right, top to bottom): Evelynne Change, Coordinator for Corporate Governance, African Peer Review Mechanism (APRM) Secretariat, New Partnership for Africa’s Development (NEPAD) George Anderson, Partner, Tapestry Networks Elizabeth Ising, Associate […]

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Mutual Fund Voting

Rank Fund Family Score 1 (tie) Templeton 7 1 (tie) Oppenheimer 7 3 (tie) T. Rowe Price 7.67 3 (tie) AIM 7.67 5 (tie) Schwab 8 5 (tie) JP Morgan 8 7 Janus 9 8 American Century 10.67 9 Legg Mason 11 10 Federated 11.33 11 Franklin 11.67 12 Morgan Stanley 13 13 Van Kampen […]

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Rights of Public Shareholders

Lawrence E. Mitchell just published a very thoughtful paper, The Legitimate Rights of Public Shareholders. He argues that shareholders don’t contribute capital to finance industrial production but are, instead, net consumers. Since their investment incentives "significantly distort the behavior of corporate managers," leading CEOs to value stock price at the expense of long-term business health, […]

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