Tag Archives | theCorporateCounsel.net

2020 ESG Proposal Lists

2020 ESG Proposal Lists

2020 ESG Proposal Lists Updated Our 2020 ESG proposal lists have been updated, thank to Lynn Jokela (bio) who posted something the other day at TheCorporateCounsel.net about how to find “other companies who are receiving the same shareholder proposals.” Presumably Jokela was focused on corporate counsel. Of course, our readers, primarily investors, also want to know who […]

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Mutual Funds Hold Back Political Spending Transparency

Mutual Funds Hold Back Political Spending Transparency

A Public Citizen report shows mutual funds hold back political spending transparency through their proxy voting behavior. Fully 64% of political spending disclosure shareholder proposals would have passed with majority support if major mutual funds owning more than 5% had voted in favor of them in 2016. The report, released during a telephone press conference last week, […]

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Governance Lessons From Wells Fargo

Governance Lessons from Wells Fargo

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: […]

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FirstMerit

Proxy Access at FirstMerit, No Exception

FirstMerit (FMER) included a management proposal for proxy access in their annual meeting agenda and excluded a shareholder proposal on the same topic from the Firefighter’s Pension System of the City of Kansas City with a higher cap on nominees. See Proposal #4 Proxy Access. What was even more startling in the ‘news’ from an […]

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outsourcing the board

Outsourcing the Board Isn’t Warranted or Remedial

Based on a proposal discussed in a recent issue of the Stanford Law Review, this recent Economist article promotes outsourcing corporate boards as a solution to corporate governance failures of the type we have experienced historically. As proposed, outsourcing would consist of replacing individual directors with a new category of professional firms – identified as BSPs or Board Service […]

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Video Friday: CorporateAffairs.tv

Once again, demonstrating that learning can be fun, Broc Romanek recently announced the launch of his newest site – CorporateAffairs.tv! Well before Dave Lynn & Broc dabbled in silly videos years ago, he’s wanted to build a site focusing solely on video. CorporateAffairs.tv provides free videos – all of them short in length – that fall within one of three categories: […]

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Audio Friday – TheCorporateCounsel.net: Ginny Fogg on Shareholder Proposal Process

Note: Members Only –  TheCorporateCounsel.net always produces top quality content but I thought the recent post Inside Track with Broc: Ginny Fogg on Shareholder Proposal Processes (2/8/13) was especially informative regarding how at least one company deals with shareowner proposals. As Broc Romanek points out, Fogg discusses: What is your shareholder proposal intake process (eg. who […]

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Former Corp Fin Staff Speaks

Don’t miss upcoming important events from TheCorporateCounsel.net. Tune in tomorrow, Wednesday, for the webcast – “The ‘Former’ Corp Fin Staff Speaks” – to hear former Senior Staffers from the SEC’s Division of Corporation Finance Brian Breheny of Skadden Arps, Marty Dunn of O’Melveny & Myers, Linda Griggs of Morgan Lewis and Dave Lynn of TheCorporateCounsel.net and Morrison & […]

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Proxy Access Goes Live!

From Broc Romanek at TheCorporateCounsel.net: The SEC’s release on lifting the Rule 14a-8 stay on proxy access shareholder proposals was published in the Federal Register – so it’s now “live.”

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Annual Meeting Conduct

In the past we have reported on various outrages that have sometimes occurred at annual meetings, like when Whole Foods Markets denied an opportunity for a shareowner proponent to to present their resolution before the vote was taken in 2006. Months later, they issued the following response (Hole Foods Digs Out, 7/2006): After researching common […]

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Who Should Submit Shareowner Proposals?

In Apache v. Chevedden, Apache’s court brief says: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’” That seems strange coming from a $33 billion market cap company. However, after reading their brief, I agree; the company seems to be at a disadvantage. They don’t seem to know how […]

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CorpGov News Bites

Goldman Sachs Group Inc., trying to show it is responsive to public pressure over its pay, said Chairman and Chief Executive Lloyd Blankfein would get a $9 million bonus for 2009, a fraction of the $68.5 million payout he got in 2007. (Goldman Bows on CEO Pay, WSJ, 2/6/10) My heart bleeds for him but […]

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Recent Reports from Broc

Broc Romanek posted the results of one of his recent surveys of upcoming proxy issues in their blog. About 33% of his mostly corporate respondents are worried or very worried about the impact of elimination of broker nonvotes. About 12% appear to be more likely to use a proxy solicitor during the 2010 season. Almost […]

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Archives: November 2008

Noteworthy What Will TARP Bring? (RMG, 11/24/08), see especially comments from Connecticut State Treasurer Denise Nappier Issues to Consider: Special Meetings to Authorize TARP Preferred Stock(TheCorporateCounsel.net Blog, 11/25/08). Most companies don’t have the authority to issue preferred shares under their charter and are scrambling to file preliminary proxy materials for a special meeting to obtain shareholder […]

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