When the tide goes out, that’s when you see where the stinking fish really are. So said Alastair Ross Goobey, the late great CEO of Hermes Pensions Management in London. He was talking about scandals back in 2003. But there might be no better caption for the picture already emerging of the 2008 proxy season. […]
Stephen Davis and Jon Lukomnik
Posted inFrom the Archive
Corporate America Now Desperately Seeking SWF
Wanted: SWF, with appetite for risk and lots of money to spend. Discretion a plus. Serious inquiries only. No, Compliance Week has not become a sleazy supermarket tabloid replete with personal ads for questionable dating practices. As readers no doubt know, SWFs, or Sovereign Wealth Funds, are government-owned mega-pools of money, often fed by petrodollars. […]
Posted inFrom the Archive
A Season in Corporate Governance Purgatory
Barry Diller, chairman and CEO of Interactive Corp., once said: “Corporate governance is completely misunderstood, certainly by the birdbrains who write about it.” That caution is worth remembering as you review our look ahead to corporate challenges in the 2008 annual meeting season. Those insights, for whatever they may be worth, are presented below. 1. […]
Posted inFrom the Archive
How the Sub-prime Mess Hits Governance
We admit to being a little disappointed with the financial press coverage of the sub-prime and structured credit problems. In our opinion, too much of it has been of the 20-20 hindsight variety—the “what part of packaging dodgy mortgages and calling them as AAA-rated financial instruments did Merrill Lynch or Citi or Bear Stearns not […]
Posted inBoards & Shareholders
Corporate Governance After Jan. 20, 2009
Now that we have started the one-year countdown to the U.S. presidential election, it is time to get braced for what could be a sea change in corporate governance regulation if a Democrat gains the White House. Polls show that is a real possibility. Even more likely is a Democratic sweep of Congress. If both […]
Posted inInternal Controls
Governance Divided by a Common Language
George Bernard Shaw had it right. When it comes to corporate executives and investors discussing corporate governance, we are, in the great Irish playwright’s phrase: “divided by a common language.” Knowing which interpretation of that phrase is relevant in what situation can mean the difference between success and failure. It can even determine the future […]
Posted inFrom the Archive
A Fractured SEC vs. Everyone Else
Just as investors and boards are test-driving collaborative dialogue on hot governance issues, regulators at the wheel of the U.S. Securities and Exchange Commission seem bent on yanking the parties toward collision. The SEC may need urgent rescue from, well, itself. And corporate officials and investors may have just the lifelines to help. To figure […]
Posted inBoards & Shareholders
The Proxy Industry: What You Know … Is Obsolete
We need hardly tell you that proxy services firms hold material and rising influence over the way institutional investors perceive Corporate America. Ever since 1988, when the Department of Labor issued its landmark “Avon Letter” declaring voting a fiduciary obligation, funds have turned to these outside specialists for proxy advice. In turn, corporations have learned […]
Posted inFrom the Archive
Taking Long View Of Corporate Governance
Recently we were interviewed by a college student doing homework for a career placement class. She came prepared with enthusiasm—you could tell she was a bright student sure that her future would be bright—and with a list of questions from her professor. Then came one question that made us stop and recalculate: “What are the […]
Posted inBoards & Shareholders
Activism ‘B-List’ Portends Greater Agitation
Typically, we use this column to spotlight corporate-governance trends that are on the horizon and heading toward boardrooms. This time, we go deeper under the radar to find a phenomenon that promises to turbo-charge shareowner activism—and provide new wormholes for executives to monitor dissent. In 2007, blogs, bulletin boards, and email blasts have reached a […]
