Posted inBoards & Shareholders

Trying Times: Activists Take To The Courts

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, […]

Posted inBoards & Shareholders

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 […]

Posted inBoards & Shareholders

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 […]

Posted inBoards & Shareholders

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 […]

Posted inFrom the Archive

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 […]

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