American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies better reflect American values by being more accountable to their beneficial owners. Accomplishing that goal depends on transparent governance, such as proxy voting, and fostering real dialogue on the issues faced by corporations and investors. As I have argued, real-time disclosure of proxy votes could drive these huge funds to compete with each other based on not only profits and costs but their governance efforts, as reflected in proxy voting records. Continue Reading →
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2018 CPA-Zicklin Index; Gradual Improvement
2018 CPA-Zicklin Index shows gradual improvement. Public corporations embracing disclosure and accountability of their political spending hold fast despite countervailing pressures from Washington. Continue Reading →
The Handbook of Board Governance: Part 4
The Handbook of Board Governance in Times Square
I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 4 of the book, The Rise of Shareholder Accountability. As a shareholder advocate, this is my favorite part of The Handbook of Board Governance. See prior introductory comments and those on Part 1, Part 2 and Part 3. I suspect The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance.”
The Handbook of Board Governance: The Happy Myth, Sad Reality
Robert A.G. Monks warns, capitalism without owners will fail. The chapter is a condensed and updated version of Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream, which I reviewed here. Continue Reading →