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Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank to promulgate Rule 14a-11 requiring public companies to include in their proxy statements director nominations proposed by Continue Reading →
Last year, KBR sued investor and USPX member John Chevedden after he submitted a proxy proposal seeking annual elections, rather than the current Continue Reading →
Costco Wholesale Company (COST) is one of the stocks in my portfolio. Their annual meeting is coming today. Voting on MoxyVote.com‘s platform has already ended; I procrastinated too long. However, I can still look at advice Continue Reading →
I’m alway interested to hear what others in the field think are issues worth watching, so I found this an interesting post on the Conference Board’s Continue Reading →
A PIRC 2012 Conference, titled Preventing the Next Crisis, will take place on Wednesday 22 February 2012. Continue Reading →
The stock market still has not recovered from the meltdown of 2008, and many companies have had severe reductions in their workforces, but CEO compensation of major U.S. companies rose 36.5% last year. Why is there this disconnect between stock market performance, mass layoffs and CEO compensation? What should boards of directors be doing to better align CEO Continue Reading →
Marty Lipton and David Karpview view as “significant” the announced effort by BlackRock Inc., which invests over $3.345 trillion of client assets, to take a direct interest in the governance of the companies in which they invest. According to this 1/21/2012 post, Disintermediating the Proxy Advisory Firms, at the Harvard corpgov Continue Reading →
More than 40 investors joined in filing and co-filing the resolution seeking comprehensive disclosure of corporate lobbying. Among them are New York Continue Reading →
According to the Commerce Department, the financial sector accounted for 8.4% of U.S. gross domestic product last year, higher than its previous peak in 2006. In 1950, the financial sector accounted for just 2.8% of GDP. Continue Reading →
The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship.
This fellowship is a full-time, year-round, one or two academic-year position (approximately July 2012 through June 2013 or June 2014). The position involves law teaching, legal and policy research and writing, preparing to Continue Reading →
The Furlong Fund (“Furlong”) announced today that it has notified Microwave Filter Company, Inc. (Ticker: MFCO.OB) (“Microwave Filter” or the “Company”) of Furlong’s intent to solicit proxies in favor of its two nominees to the Microwave Filter Board of Directors (the “Board”) at the Company’s upcoming Continue Reading →
Thanks to the Supreme Court and Citizens United, the same big corporations and billionaires that destroyed our economy and caused millions of us to lose our jobs and homes, are spending obscene amounts to drown out our voices in Continue Reading →
ISS reported that Textron filed a Dec. 23 no-action petition with the SEC to omit a shareowner proposal from Ken Steiner that seeks proxy access using the model proposal developed by USPX.
This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple proposals, is “impermissibly Continue Reading →
The average time in which Americans hold a stock has gone up. Continue Reading →
On the 2nd anniversary of the Citizens United Supreme Court decision, two investment firms announce that they have filed shareholder resolutions at three companies, Bank of America, 3M & Target Corporation, urging them to refrain from making political donations in the future. This is the first time institutional shareholders have Continue Reading →
Earlier today, the Shareholder Communications Coalition, composed of organizations not generally associated with shareholder advocates (Business Roundtable, National Investor Relations Institute, Securities Transfer Association, and The Society of Corporate Secretaries and Governance Professionals), sent a letter to the SEC with its suggestions for a proposed Continue Reading →
The Commission has found that dividend matters do not involve “ordinary” business matters because such matters are extremely important to most security holders and involve significant Continue Reading →
Stocking Up: Post-Crisis Trends in U.S. Executive Pay is the title of a new white paper from ISS by Subodh Mishra.
The paper explores how the executive pay package mix and overall total annual compensation levels have changed in the wake of the financial crisis and the role played by stock-based awards in fueling the spike in total executive pay. The analysis covers total annual compensation (TAC) for the top five highest-paid Continue Reading →
Last chance to sign up for the Corporate Directors Forum, the major annual West Coast event for informed directors and for those who work with boards. See my coverage of 2010 and 2009 Forums. The venue is excellent, coming close to a living room conversation with panelists and there are plenty of opportunities for face-to-face dialogue with a rather small select group of presenters and those in attendance. Continue Reading →
There have been plenty of excellent articles on important corporate governance issues. Here are a few that caught my eye:
One Cure for Accounting Shenanigans, WSJ, 1/14/2012. Jason Zweig writes convincingly about the importance of audit rotation but don’t miss the comments where I suggest a third way that involves a free market approach that is likely to be more effective. Zweig’s post last week, Will New Tools Help Small Shareholders Topple Giants?, has attracted Continue Reading →
Mean St.: David Weidner on the logic of the “Robin Hood” financial transactions tax. Chuck Jaffe on investing, not gambling, in the stock market. Although Jaffe doesn’t mention it, only about 5% of Wall Street investments are on the basis of fundamental financial analysis. Jason Zweig discusses Ron Paul’s investment Continue Reading →
Daniel Rudewicz, a USPX member, reports what I would term the first win under recently implemented SEC rules that once again allow proxy access proposal to be filed. As reported earlier, Rudewicz filed a proposal at KSW, a Long Island City, N.Y.-based company with a $19.7 million market capitalization that Continue Reading →
Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release:
By combining an innovative market-based algorithm to identify peer companies with a realizable pay methodology using long Continue Reading →
Republished here with permission, Ralph Ward’s essay was included in his January 2, 2012 publication: Ralph Ward’s Boardroom INSIDER, the best quick read for director tips. In a few brief paragraph’s Ward sets out the folly of our current selection process. After reading it, I hope you will agree with me that Continue Reading →
Walgreen Co. (WAG) is one of the stocks in my portfolio. Their annual meeting is coming up on January 11. Voting on MoxyVote.com‘s platform ends January 10. When I last looked, MoxyVote.com had recommendations from seven “good causes,” which included three consolidations. ProxyDemocracy.org had five Continue Reading →
Jason Zweig quoted this 1949 Benjamin Graham statement in his recent WSJ piece Will New Tools Help Small Shareholders Topple Giants?, 1/7/2012): Continue Reading →
The good news is that on-the-job misconduct by American workers may be at an all-time low, and when misconduct is detected it’s likely to be reported by Continue Reading →
SVNACD Program 1/19/2012; 7:30-8:00 a.m. Continental Breakfast; 8:00-9:30 a.m. Palo Alto, CA
The stock market still has not recovered from the meltdown of 2008, and many companies have had severe reductions in their workforces, but CEO Continue Reading →
Can corporations’ relentless focus on maximising shareholder Continue Reading →
Stakeholder Theory: Impact and Prospects edited by Robert A. Phillips provides a great education in history to those of us who have been using the term “stakeholder” but who have little idea of its origins.
Honoring the twenty-fifth anniversary of R. Edward Freeman’s Strategic Management: A Stakeholder Approach, Phillips assembles a collection of commentaries and critiques by some of the most influential scholars of
stakeholder theory, with concluding remarks from Freeman himself.
The book starts by delving into citations and moves quickly to address three mischaracterizations of the original work:
Trust and Human Resource Management, edited by Rosalind Searle and Denise Skinner highlight trust as key to human resource management (HRM) from pre-entry to post-employment. The collection will be of great value to academics in the HR field and to practitioners interested in enhancing trust levels in their organizations.
Trust has long been associated with organizational effectiveness, efficiency and performance that can more easily grow in a climate of high motivation, Continue Reading →
CBS News identifies the 10 biggest market losers of 2011. HP and BofA are both targets of Continue Reading →
Does Economic Governance Matter?: Governance Institutions and Outcomes edited by Mehmet Ugur and David Sunderland. The answer is an unqualified yes! More questionable is if citizens can shape governance to be more efficient to society as a whole.
It does not require immense imagination to see that technically-feasible economic outcomes may remain socially-unfeasible if the existing definition of property rights is not credible due to the existence of a highly intrusive or excessively weak Continue Reading →
) Change that. Research mutual fund voting: Proxy Democracy. Vote proxies: MoxyVote.com. Rate info: VoterMedia.org. Network & Lobby: US Proxy Exchange (USPX) & Shareowners.org. Follow us on Twitter.
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