Steve Jobs famously upended industries, from mobile to music, when he ran Apple. Might his successor Tim Cook now be carving his own revolutionary path by overhauling the way investors, boards, and proxy advisers relate to one another? The Apple case made headlines briefly last month, but we think it deserves a closer look. The […]
Stephen Davis and Jon Lukomnik
Posted inBoards & Shareholders
The Dangers of Regulatory Cost-Benefit Requirements
Former Supreme Court Justice and Securities and Exchange Commission Chairman William Douglas may not yet be spinning in his grave, but his eternal rest may be getting a bit fitful. Douglas, revered at both the SEC and in the federal court system, is seeing one part of his legacy destroy the other. For years, Douglas’ […]
Posted inBoards & Shareholders
What to Expect in Corporate Governance Trends This Year
Welcome to our annual predictions column, where we peer into our crystal ball and relay what we see for the coming year in corporate governance trends. Even with a magic crystal ball, though, forecasts are tough to get right. Whether you are a chief executive planning for the coming year or presenting the weather on […]
Posted inBoards & Shareholders
Time to Consider a More Thoughtful Audit Committee Report
During the last several months various regulatory changes and enforcement actions have combined to task audit committees with expanded duties. Now, two recent reports have provided a roadmap for improved reporting. The first, an EY analysis of this year’s audit committee proxy disclosures, reveals that transparency is on a rapid ascent. The specifics suggest some […]
Posted inBoards & Shareholders
Get Ready for More Questions From Investors on ESG
The United Nations created the Principles for Responsible Investment (PRI) seven years ago to encourage the integration of sustainability into how investors make investment decisions and engage with their portfolio companies. General counsels and governance professionals at U.S. companies, however, have paid scant attention to it. They’ve largely ignored the principles for three main reasons: […]
Posted inBoards & Shareholders
Unconventional Wisdom Alert: Hedge Funds Are Good for Companies
Remember the scene from Woody Allen’s 1973 movie Sleeper when the main character wakes up from hibernation 200 years into the future? He asks for wheat germ for breakfast, making a doctor incredulous. Back in the 20th century, the physician recalls to a colleague, deep fat, steak, cream pies, and hot fudge “were thought to […]
Posted inFrom the Archive
Attention Audit Committee Members: Time to Hunker Down
How much time does your audit committee spend on internal controls? We’re willing to bet that whatever your answer, it will be more in the future. Over the past few months, a disparate and seemingly unrelated set of private-sector initiatives, enforcement actions, and regulatory changes have played out across the United States and Britain. None […]
Posted inBoards & Shareholders
What We Learned From the 2013 Proxy Season
As summer unfolds, doors are opening to allow legions of dazed, sun-deprived general counsels, governance officers, and investor proxy voters to emerge from the annual meeting season for some fresh air. But before everyone stumbles to the beach, they may want to ask themselves a version of the question the Tin Woodsman poses at the […]
Posted inFrom the Archive
Shareowners Take Center Stage; Will They Bring the House Down?
Memo to institutional investors: Welcome to the spotlight. Hope you like it hot Until recently, blame for corporate debacles was cast mostly on CEOs and directors, with an occasional supporting role for regulators. Today, however, shareowners have moved to center stage, and the reviews have been anything but positive. After a quarter of a century […]
Posted inFrom the Archive
Why Cookie-Cutter Rules on Director Age Are Not the Answer
How often have you heard this corporate governance mantra: “We don’t want one-size-fits-all rules”? Instead, we want boards to exercise judgment, shaping practices to their company’s particular needs. We hear that formulation from institutions as varied in their philosophies as the Chamber of Commerce—which generally opposes proposed legislation, listing rules, and proxy advisor guidelines on […]
