Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear […]
“One Share, One Vote? A Debate on Dual Class Share Structures” was the title of this year’s Morrison & Foerster Lecture in honor of Marshall L. Small, held at Stanford Law on May 20, 2019. The side favoring a ban, or at least sunset provisions, on dual class shares was slightly more convincing in their arguments. […]
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, […]
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, […]
Tone at the Bottom: Governance Lessons from Wells Fargo That was the advertised title for the program co-sponsored by the Rock Center for Corporate Governance and the Silicon Valley Directors Exchange. (Sign up to be on the SVDX mailing list.) After the program, I am still not convinced the real governance lesson from Wells Fargo (ticker: […]
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…)
All directors are keenly aware of their responsibility in setting executive and CEO compensation. Increased external pressure on — and opinions about — CEO pay and more crowded meeting agendas limit the available time for meaningful discussion and make this role more challenging than ever. The stakes in getting executive compensation right are high, with […]
I thought the title of the program referred to heads I win, tails you lose. Now, I’m thinking ‘art’ is one side of the compensation committee coin, ‘science’ the other. Titles that keep us on our toes – just like the programs held by the Silicon Valley Directors Exchange and the Rock Center for Corporate […]
On January 14th I attended another great event at the Rock Center for Corporate Governance. It was a dialogue between Professor Dan Siciliano, Faculty Director of the Rock Center and Brad Stone, author of The Everything Store: Jeff Bezos and the Age of Amazon. There was plenty of opportunity for audience participation… many getting in two questions. […]
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 […]
This book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. While Corporate Governance […]
Alan Olsen interviewed corporate governance expert Douglas Park for his radio program, American Dreams: Keys to Life’s Success radio show. Each week expert guests join Alan as they discuss how to make businesses thrive during challenging economic times and overcoming adversity. What is corporate governance and what should startups be doing to use it to […]
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 […]
The Shareholder Rights Project (SRP) and each of eight institutional investors it represents announced their collaboration for the 2013 proxy season to encourage 74 S&P 500 and Fortune 500 public companies to move to annual elections. (more…)
M&A activity is on the rise, and recent decisions by the Delaware Chancery Court make the stakes for directors higher than ever. The businesspersons and lawyers on this panel offered plenty of insights about the life-cycle of a current M&A transaction from initial market check to consummation and then follow-up litigation, pointing out the all-too-frequent […]
This is an advanced entrepreneurship class, designed for teams who have already started a company or are seriously thinking about starting a company. So, don’t think just anyone will be accepted to this high-powered but free class. They encourage teams to take this class together, since much of the work will be focused on working […]
Aligning CEO pay with shareowner value is key for many. A new tool (at least new to me), the Compensation and Wealth Calculator, from the Stanford Graduate School of Business, Corporate Governance Research Program, allows users to see how the compensation of CEOs and other NEOs, which they have already received over the years in the form […]
Is an ombudsman right for your company?, asks Aarti Maharaj in the current issue of Corporate Secretary. (more…)
This was the second in a three part overview of shareholder activism, beginning with the history and an overview of the key players in the space; continuing with a behind-the-scenes look at non-contentious shareholder engagement and how its impacting companies and the market; and ending with an overview of proxy fights, PR wars and activist […]
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…)
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…)
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 […]
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 […]
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, […]
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 […]
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 […]
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 […]
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 […]
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 […]
On November 16, 2009, the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University presented a lunch-time lecture with Mark Latham, Director of VoterMedia.org and ProxyDemocracy.org. Latham is also a member of the SEC’s Investor Advisory Committee, as a representative of individual investors. He has written extensively on how the internet can […]