“I disapprove of what you say, but will defend to the death your right to say it.” Writer Evelyn Beatrice Hall coined that famous maxim in her biography of Voltaire. If only she were around today. Her wisdom to distinguish between the need for fundamental rights and the silly or even destructive use of those […]
Stephen Davis and Jon Lukomnik
Posted inBoards & Shareholders
Social Issues Come of Age
Last month, Coca Cola began spending millions of dollars on advertising regarding obesity, highlighting the steps it has taken to reduce its products’ average calorie count per serving. It was a bold step for a company known for feel-good advertising pushing products that have long concerned the health-conscious. Also in January, Key Corp. responded to […]
Posted inBoards & Shareholders
Peering Into the Corporate Governance Crystal Ball
A Mayan end of the world may have been averted, but the New Year still does bring a reckoning—for us. Each January we predict governance trends we think will unfold over the next 12 months. But in deference to accountability, we start by testing how our forecasts fared over the past year. Last January we […]
Posted inBoards & Shareholders
At Long Last, Focusing on What Matters
When lawyer and corporate governance icon Ira Millstein was once asked a quarter century ago why institutional investors submit shareholder resolutions on issues such as requiring a majority of independent board members, he responded, “Because they can’t submit the one resolution they really would like.” When asked what that would be, he said simply: “They […]
Posted inBoards & Shareholders
Board-Investor Dialogue: There’s an App for That
Everyone these days is expounding on the benefits that flow from investor-corporate dialogue, including us. Even law firm Wachtell Lipton, famous for its opposition to shareowner intrusion in board affairs, recently urged directors to speak to investors as a tactic to prevent defeat during “say-on-pay” votes. Dialogue has certainly proven a cure in that area; […]
Posted inBoards & Shareholders
The Misconceptions Behind the New ‘Blame Shareholders’ Viewpoint
Shareowners, the providers of capital, are on their way to becoming a new public enemy. We can’t pinpoint exactly when the backlash became serious, but it’s time for shareowner advocates, and indeed corporate management—we’ll explain why in a minute—to wake up to the dangers that lie ahead. First, let’s look at some examples of the ‘blame […]
Posted inBoards & Shareholders
How to Drive Long-Term Thinking by Boards and Managements
Millions watched as Olympians in London set several fresh world records in various events. Days before the opening ceremony corporate governance found something of its own to celebrate just a few miles down the road from the Olympic complex. The Kay Review on short-termism may have gotten buried by mid-summer news fatigue and the avalanche […]
Posted inFrom the Archive
Improving Governance and Oversight in the Era of Complexity
Where you stand depends on where you sit, says the old saw. And there could be no finer proof in the corporate governance world than the fresh dustup over the Glass-Steagall Act, the long-repealed separation of commercial banking from investment banking. Ex-Citicorp architect Sandy Weil recently caused a stir when he called for breaking up […]
Posted inFrom the Archive
What Do November Elections Mean for Corporate Governance Reforms?
The one constant in corporate governance is that governments around the world keep moving the goalposts. In the United States, Congress enacted big shifts with Sarbanes-Oxley, the Dodd-Frank Act, and most recently, the JOBS Act. So here we are about four months away from a U.S. presidential election and the natural question is: Will the […]
Posted inFrom the Archive
A New Normal for Corporate Governance
As proxy season draws to a close, there are a remarkable number of developments to report on, but perhaps the most surprising aspect of this year’s round of shareholder meetings is the shrug of shoulders that accompanied many of these events. Welcome to the new normal. Consider three examples: Citigroup, JPMorgan Chase, and Chesapeake Energy. […]
