A few years ago, environment, social, and governance reporting was all the rage, as investors and activists clamored for more robust efforts in corporate social responsibility. Then the recession came along, and issues such as risk management and executive compensation pushed ESG reporting aside. Now that the dust has cleared, governance activists are once again […]
Louis M. Thompson
Posted inRegulatory Enforcement
Navigating Reg FD in a Hyper-Connected World
Social media Websites are revolutionizing the world of marketing communications. The ability to connect with customers through multiple channels on a 24/7 basis provides exponentially greater reach than ever before. Likewise, the ability to gain valuable customer information and intelligence through social media has, in some cases, eliminated the need for costly customer surveys. In […]
Posted inFrom the Archive
Speaking Truth to Power—and Living to Tell About It
We all talk about the importance of a strong corporate culture that encourages people to call out misconduct, but frankly, speaking truth to power can be hazardous to your health and your career—particularly if the occupant of the corner office doesn’t like bad news. Yet over my career, I’ve had opportunity to be close to […]
Posted inFrom the Archive
Is It Time to Add a Fifth Analyst Call?
There’s a new initiative designed to improve relations between public companies and their shareholders. It’s called the “fifth analyst call,” and while that tag is a bit of a misnomer since it doesn’t involve analysts at all, some large investment groups are pushing the idea. The fifth analyst call is a conference call with a […]
Posted inBoards & Shareholders
Avoid the Dynegy Dilemma; Reach Out to Shareholders
Will the last shareholder leaving Dynegy please turn out the lights? In what may be one of the more bizarre examples of a corporation’s failure to convince its owners to follow management’s recommendations, on Feb. 18 Dynegy shareholders rejected an all-cash offer from renowned activist Carl Icahn to buy the energy company for $665 million. […]
Posted inRegulatory Enforcement
Time to Clamp Down on Access to Non-Public Information
Institutional investors, hedge funds, and analysts are using increasingly clever techniques to obtain valuable corporate information before anyone else. Now the Securities and Exchange Commission is taking notice. First, in January the SEC charged more people and entities in its now-notorious SEC v. Galleon insider-trading probe, including a New York hedge fund advisory firm, the […]
Posted inFrom the Archive
Time to Rev Up Shareholder Outreach
Senior executives and board directors are getting used to the increased level of communication with—and scrutiny from—large investors. But, how many are really prepared for what shareholder activists plan to pursue this year and beyond? Probably very few. Well-known corporate governance advisers like Martin Lipton of the law firm Wachtell, Lipton, Rosen & Katz expect […]
Posted inFrom the Archive
Behind the Resistance to Virtual Shareholder Meetings
As U.S.-based companies prepare for the 2011 proxy season, few events raise more questions than the oftentimes-dreaded annual general meeting of shareholders. Will the CEO be peppered with questions about his or her increase in compensation given the company’s lackluster financial performance? Will activist groups show up to protest various corporate practices or policies? And […]
Posted inBoards & Shareholders
Go Beyond Compliance for Better Investor Communication
With the Securities and Exchange Commission proposing a slew of changes to proxy disclosure and shareholder communications practices based on the Dodd-Frank Act, it’s time for companies to adopt a “lean forward” approach to investor communications, particularly in the proxy statement. Yet, as companies prepare for the 2011 proxy season, they seem to be taking […]
Posted inBoards & Shareholders
Too Much Disclosure, Not Enough Information
U.S. corporations are growing more concerned that federal lawmakers and regulators have hijacked the traditional corporate disclosure process to fulfill a social agenda. Investors, meanwhile, are being smothered with volumes of data, much of it virtually useless for making investment decisions. How did we get here? In no way am I arguing that companies should […]