What do a jewelry retailer, a data warehouse and a microprocessor manufacturer all have in common these days? A passion for healthier governance, it seems. Tiffany & Co., ChoicePoint and Analog Devices are the latest devotees of a new craze in Corporate America: scrapping the company poison pill. All three ditched their plans within the […]
Stephen Taub
Posted inBoards & Shareholders
Bally Battle Ends, With Poison Pill Woes In Spotlight
A long-simmering battle between Bally Total Fitness Corp. and two hedge funds has ratcheted up recently, with the health-club operator accusing the funds of acting in tandem and triggering a poison pill to weaken their ownership stakes. The dispute, which has handed Bally several setbacks this month, could have wide ramifications for future instances when […]
Posted inEthics & Culture
Exchanges Amend Entertainment Rules, In Principle
The New York Stock Exchange and the NASD may have unveiled extensive guidance last week to clarify their rules on gift-giving and entertainment between company and client, but their advice really boils down to three words: use your head. Answering a question that has vexed compliance officers and bar-hopping traders alike, the two trading exchanges […]
Posted inFrom the Archive
ABA Committee Dodges Majority Voting Idea
A key committee of the American Bar Association finally released its much-anticipated recommendations on majority election of corporate directors last week, but disappointed corporate governance experts say the measures fell well short of expectations. The ABA’s Committee on Corporate Laws had been mulling possible amendments to the Model Business Corporation Act since last year, specifically […]
Posted inFrom the Archive
Companies Speed Vesting To Avoid Option Expensing
Businesses across Corporate America are stepping on the gas to vest employee stock options, wiping billions in option expenses off future income statements now that they are forced to account for such compensation. Computer manufacturing giant Dell Corp. joined the club earlier this month, as did Amsouth Bancorp. New research from Bear Stearns shows that […]
Posted inRegulatory Enforcement
Shareholder Lawsuits Drop In ’05, But Will It Last?
Has Corporate America finally cleaned up its act? The number of class-action shareholder lawsuits filed last year fell to only 176, a 17 percent drop from 2004 and well below average for the last decade, according to a new report from Stanford Law School and Cornerstone Research. Investor losses related to these lawsuits decreased by […]
Posted inBoards & Shareholders
Proxy Battle Highlights Ability To Remove Directors
The intense battle between Sovereign Bancorp and one of its largest shareholders, activist hedge fund Relational Investors Corp., has shined a spotlight on a rarely used practice for ousting directors that somewhat resembles a majority-voting policy. It also underlines a critical, overlooked reason why companies have favored staggered boards of directors and even raises questions […]
Posted inFrom the Archive
How Governance Requirements At NYSE, Nasdaq Compare
When the New York Stock Exchange announced plans to merge with Archipelago and become a publicly traded company, observers hailed it as “the most sweeping change” in the Big Board’s 212-year history. Nasdaq quickly followed suit with its own pact with Instinet, as both exchanges moved even deeper into the electronic trading age. How will […]
Posted inFrom the Archive
Unions Preparing Assault On Executive Compensation
Activist investors are gearing up for another busy proxy season, and as usual executive compensation will attract more attention than other issues. “It will be a major focus of our work,” confirms Brandon Rees, research analyst for the AFL-CIO Office of Investment. “It is always the single most focus of resolutions.” Rees recently told Compliance […]
Posted inFrom the Archive
Companies Take “Wait And See” Approach To Expensing
Sixty-five percent of companies have not yet begun expensing employee stock options. That’s according to a new survey by Thomson Financial, which found that a “vast majority” of companies had not begun accounting for equity compensation as required in a few months by the Financial Accounting Standards Board’s new rules. Zion Of course, calendar year […]
