It appears that reports of the imminent death of defined benefit plans have been greatly exaggerated. Just ask the folks at SBC Communications. The telecom giant, which recently agreed to buy AT&T Corp., announced several days before the deal that it would move 55,000 salaried managers from its cash balance pension funds to a more […]
Stephen Taub
Posted inBoards & Shareholders
As Proxy Access Dies, ‘Majority Voting’ Proposals On Rise
Now that the SEC may have dealt a near fatal blow to proxy access, shareholder advocates have moved on to what many deem the new front in the bid to obtain more say in what goes on in the boardroom—majority voting. In an overlooked ruling last week, the SEC said Citigroup cannot omit from its […]
Posted inBoards & Shareholders
In Rare Move, Continental Cuts Director Fees 30 Percent
Board directors are on the defensive. Several weeks ago, a number of former directors at Enron and WorldCom agreed to shell out some of their own money to help settle shareholder lawsuits. Now comes an announcement that directors at Continental Airlines will be taking a pay cut. The airline said on Feb. 15 that its […]
Posted inBoards & Shareholders
Proxy Access Resurrection? Not ‘Til Donaldson’s Gone
Is proxy access dead? It sure seems like it. Last week, the staff of the Securities and Exchange Commission gave permission to Halliburton, Verizon and Qwest Communications to omit shareholder resolutions that called for a process that would eventually allow certain shareholders to nominate directors. This decision comes on the heels of the staff’s decision […]
Posted inBoards & Shareholders
WorldCom Settlement Collapse And Future Litigation
When former WorldCom and former Enron directors in January separately agreed to dip into their own pockets to partially settle shareholder lawsuits, some pundits proclaimed a new era of director vulnerability to future litigation. But, several weeks later, the WorldCom deal apparently collapsed when a judge in the case struck down another key provision of […]
Posted inBoards & Shareholders
Gillette, Bank Of America Parachutes Raise Ire Of Critics
Huge, glittering golden parachutes are apparently still alive and making outgoing executives very rich. According to published reports, Gillette Chairman and Chief Executive Officer James Kilts stands to earn more than $185 million after agreeing to sell the venerable razor company to Procter & Gamble for $57 billion. Kilts About $95 million of Kilts’ cache […]
Posted inBoards & Shareholders
Proxy Firms Differ On Disney, But Does Anyone Care?
Two high profile governance research firms disagree over how shareholders should vote their proxies at Walt Disney’s annual meeting set for Feb. 11. Institutional Shareholder Services endorses all of Disney’s board nominees, asserting that Disney has taken many positive steps in the past year subsequent to the highly charged shareholder vote at the 2004 meeting. […]
Posted inFrom the Archive
Hold That Stock! Disney Executives’ Ownership Guidelines
Walt Disney Co. is not exactly the first company that comes to mind when you think of entities with leading edge corporate governance practices. The media giant, however, has recently instituted a slew of “best practices” ever since Roy Disney and Stanley Gold tried to oust then-chairman and chief executive officer Michael Eisner at last […]
Posted inBoards & Shareholders
Two More Will Allow Investors To Nominate Directors
Talk about understatements. When $8.3 billion Ashland Inc. last week announced it had settled a class action lawsuit with the Central Laborers’ Pension Fund, it stated in a press release that it agreed to certain “modifications” of its corporate governance policies. Those slight modifications amount to the most radical governance changes a Fortune 500 company […]
Posted inFrom the Archive
Breen’s Premium-Priced Options At Tyco Still A Rarity
When Tyco International’s proxy was filed last week, most observers focused on the hefty 2004 pay package for chairman and chief executive officer Edward Breen, which worked out to $10.7 million. However, what stood out even more to some were the 600,000 stock options that Breen received, because all of them were premium-priced options. Under […]