Activist investing is now commonplace. Aided by regulatory advances and a changing attitude to ownership rights, shareholders are increasingly pushing for greater representation. More often than not, lurking behind the scenes is a proxy advisory firm, telling investors, the public and anyone who will listen how companies should be governed and how proxy votes should be directed. The presence of proxy advisors in corporate life has become almost as certain as death an...
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Writing this column is a bit like being caught in a time warp in an episode of Star Trek. You’ll be reading it in August, even though I wrote it in late June. You’ll be reading this in my future, but, when you read it in the future, you’ll be reading my past. Get it?
I mention this because I was lucky enough to attend the Society of Corporate Secretaries’ annual spring meeting with the SEC staff in Washington, DC. While the conversations were very inte...
The expansion of the rights of equity investors in US public companies carries the potential of substantial risk for bondholders with limited or no covenant protections.
The corporate governance improvements at US corporations in recent years have benefited bondholders, including marked improvements in the quality of financial controls and the rigor and independence of board oversight by some companies. However, the balance of power at US companies appears to ...
Colorado Springs began its life as an urban center known for its open-area spaces in 1871, the height of the American gold rush and the push to colonize the West. Many famous American families and businessmen made their fortunes in the hills surrounding the town. 136 years later another group flocked to the mountains in search of a different kind of wealth – best practice in corporate governance and compliance.
The 61st national conference of the Society o...
Os are still getting the axe, and lots of them. By Booz Allen Hamilton’s count of 2,500 global corporations, 14.3 percent of CEOs left their jobs in 2006. A Spencer Stuart survey of the S&P 500 finds that in 2006, 14 percent appointed a new CEO. That puts the chance of a CEO shift in the year at one in seven – extraordinarily high levels, say experts who follow C-suite personnel trends.
But large and loud as the headlines proclaiming CEO vulnerability...
As the proxy season pendulum swings in favor of majority voting, shareholder activism and access, memories of landslide director elections are fading fast. The possible loss, under the NYSE’s proposed rule changes, of the broker discretionary vote is creating further boardroom angst. Corporate secretaries are also worrying about achieving quorum and getting their directors elected.
Growing concerns about traditional voting practices and new anxieties about ...
Whether you view the SEC’s new ‘notice and access’ rule as terrific or just one more confusing possibility amidst a rapidly-changing proxy landscape varies by company. It’s true that notice and access offers public companies the possibility of saving large sums by potentially eliminating the need for mailing out thousands of bulky packages of annual reports and proxy materials, most of which wind up in the trash. But embracing e-delivery could mean weakening ...
There has been no shortage of significant milestones in the world of corporate governance and compliance since the dramatic and public collapse of Enron in late 2001. This month Corporate Secretary celebrates its own milestone in the form of its fifth anniversary.
Before Enron, one of the most precipitous and talked-about corporate failures in history, few people outside a very select group had ever heard, or much less thought about corporate governance. Apart...
It has been a long time coming but it appears as though the SEC may have finally coordinated its Sarbanes-Oxley Section 404 guidance with that of other regulators. Companies and auditors have been complaining about the contradictory approach the groups were taking when it comes to assessing material weakness and other elements of Sox. The situation resulted in considerable tension between business and auditors who were forced to comply with the same rule in different...
In response to the heated debate generated by the NYSE’s proposal to eliminate broker voting for uncontested director elections, the SEC held a roundtable on proxy voting mechanics on May 24. A panel on broker proxy voting under NYSE Rule 452, moderated by Erik Sirri of the SEC’s Division of Market Regulation, included: David Berger, partner, Wilson Sonsini Goodrich & Rosati; John Endean, president, American Business Conference; Anthony Horan, corporate secre...
