Meet the new policemen of U.S. corporate governance: the nation’s judges. Like it or not, shareholder activism to exert control over board behavior is migrating as never before to courtrooms, giving magistrates and juries unusual sway over how companies are run. Canny executives can take steps to avoid getting into plaintiff lawyers’ sites. But first, […]
Stephen Davis and Jon Lukomnik
Executive Compensation: This Time, It’s Different. Really.
We’ve lost track. We don’t know how many executive compensation reform plans we’ve witnessed over the decades. Each time, proponents claim that this particular reform is the magic bullet. Each time, unintended consequences follow. Each time, someone says, “This time is different.” In 2006, they may finally be right. No, we’re not predicting an end […]
No Rest For Governance-Weary In 2006
Well, folks, enjoy the New Year’s lull while it lasts—because we predict a bracing year of new compliance measures in 2006. Judges, regulators, investors, lawmakers and even the United Nations are poised at the starting gate, ready to reshape the corporate governance landscape yet again both in the United States and abroad. Expect us to […]
“Factory Style” Proxy Voting: Changes Are Afoot
As the truism goes, where you stand on an issue often depends on where you sit. Unfortunately, your shareowners sit all over the place. Literally. And that has a major effect on how they view your company’s governance. Consider institutional investors based here in the U.S. (we’ll skip for now the cultural and regulatory differences […]
Fiduciary Revolution: Lawyers Say Funds Can’t Ignore ESG
OFreshfields.” Sounds gentle. Except that you will soon recognize it as code for tough-minded investor scrutiny of your company’s management of environmental, social and governance risks. You’ll even begin to hear that particular troika referred to by a new shorthand: ESG. What’s going on? Under most firms’ radar screens, a partnership of fund management firms […]
Seeing Risk, Opportunity In Climate Change
The national headlines and global business reports were anything but quiet last month. Hurricane Katrina. Oil prices at $70 a barrel. Refineries off-line. Gas prices above $3 a gallon. Hurricane Rita. It was a month of uncertainty, sorrow, angst and grief. And while the eyes of the nation focused intently on developments in Louisiana, Texas, […]
With Disney Decision, Institutions Aim Activism At Directors
The wall at the Ellis Island Immigration Museum may seem like a strange place to go to understand investor reaction to last month’s milestone decision in the Disney case. But some truths are universal and cut across both time and place. The museum quotes an Italian immigrant who stepped off the boat in New York […]
Gadflies Go Mainstream: Governance Gets Institutionalized
What happens when gadflies become mainstream? Over the past 20 years, corporate governance has evolved from a noisy, often dismissible, gadfly movement into a mainstream corporate activity. Market players now recognize it as an enabler of value creation, and regulators see it as a pillar of business integrity. As investors, we’re all in favor of […]
Dodging The Executioners: Partisan Politics And The CCO
This is Compliance Week, not Washington Monthly. Unfortunately, starting this summer, compliance executives across the country will need to avoid political traps as well as regulatory ones. Some powerful political players are beavering to transform key 2006 elections into public referenda on whether the Enron-fueled crackdowns on U.S. corporations have gone too far. And, while […]
Executive Compensation Trends For 2006 (Yes, 2006)
It has become a rite of summer: Add up the previous proxy season compensation disclosures, slice them, dice them, and spit out numbers. This year’s proxy records, for instance, show that median CEO compensation at S&P 500 companies was up 10.2 percent in 2003, to just over $8 million, according to a study by executive […]


