Hedge funds are increasingly flexing their muscles at Corporate America, and are squeezing significant governance and operating changes out of public companies. Just look at what has happened in recent weeks alone. Boston-based K Capital agreed to call off its proxy fight when shareholders of OfficeMax met on May 9. In exchange, the $13.3 billion […]
Stephen Taub
Posted inFrom the Archive
Toys R Us “Severance” Looks Generous, May Be Typical
Big severance packages are common when executives leave companies following the completion of mergers. But the package that a number of current and former executives and directors stand to enjoy when Toys R Us completes its sale to several buyout firms and a real estate firm looks especially generous. However, closer inspection shows that the […]
Posted inBoards & Shareholders
Institutions Push For Governance Changes In Settlements
Houston-based energy company Dynegy, and Columbus, Ohio-based bank Huntington Bancshares don’t have much in common. Except for maybe one thing—they both agreed to settle shareholder litigation by agreeing to governance changes they probably wouldn’t have dreamed of just a few years ago. Two weeks ago, Dynegy said it would pay $468 million as part of […]
Posted inFrom the Archive
Harvey Goldschmid Looks Back, and Forward
Sometime this summer, Harvey J. Goldschmid will complete his term as Commissioner of the Securities and Exchange Commission, and will return to Columbia University School of Law, where he serves as Dwight Professor of Law. As one of two reigning Democrats along with Roel Campos, Goldschmid has frequently lined up along with chairman William Donaldson. […]
Posted inTechnology
Closing The Books & Compliance: Spreadsheets A Problem
Is there a governance issue when a company takes a long time to close its books? We’re not talking about being so late that it must file for an extension. We mean, taking more time than it should if it simply implemented certain changes? Some experts believe the answer is yes. According to a recent […]
Posted inBoards & Shareholders
Companies Leave Door Open To Majority Voting Policies
A large number of shareholders seem to think nominated directors should receive a majority of votes cast rather than a plurality in order to serve on the company’s board, and companies like Citigroup, Lowe’s and Dillard’s seem to be leaving the door open to consideration of a majority vote policy. Two weeks ago, 38 percent […]
Posted inFrom the Archive
Companies Rush To Accelerate Stock Option Vesting
More than 100 companies have rushed to accelerate the vesting of their stock options before new accounting rules go into effect that require them to expense the value of out-of-money options and other stock-based compensation. And even though the Securities and Exchange Commission last week pushed back the day calendar-year companies must begin top adopt […]
Posted inFrom the Archive
Companies Cave In To Demands For Comp. “Refunds”
A new front has been opened in the war on alleged “excessive” executive compensation. Shareholders are beginning to sue companies and top executives whom they deem to be overpaid. And, in the past few weeks, at least two companies have agreed to settle the charges and roll back compensation for several of these executives. Earlier […]
Posted inBoards & Shareholders
Global Warming Gets Hot; Ford To Issue Climate Report
Environmental issues continue to make inroads into the mainstream of the activist governance set. In fact, in a new survey just released by Mercer Investment Consulting, 73 percent of 190 regional investment management organizations predict that the incorporation of social and/or environmental corporate performance indictors will become mainstream within 10 years, and 65 percent predict […]
Posted inBoards & Shareholders
Supplemental Executive Retirement Plans Under Attack
SERPs are in the cross-hairs of shareholder activists. The Association of BellTel Retirees, which advocates on behalf of retirees from Verizon Communications and its subsidiaries, recently hammered out a compromise deal with Verizon over these controversial non-qualified retirement extras for top execs, called a Supplemental Executive Retirement Plan. Under the pact, Verizon agreed to scale […]