Has the legal community declared war on Sarbanes-Oxley? Probably not. But, there is some evidence that they are either beginning to chip away at the nearly two-year-old legislation, or at least willing to challenge some of its provisions. “It’s easier to attack it than a year ago,” asserts David Katz, partner at Wachtell, Lipton, Rosen […]
Stephen Taub
Posted inAccounting & Auditing
Will SOX Rein In The Deal Market? Don’t Bet On It
Merger activity continues to improve along with the recovering economy and stock market, as the number of deals in the first half of the year surged 10 percent while the value of total deals more than doubled the volume a year ago at this point, according to mergerstat.com. However, in a new report, PricewaterhouseCoopers’ Transaction […]
Posted inBoards & Shareholders
Despite Events, Director Term Limits Not Catching On
July 9 is a seminal moment for Houston-based Stewart & Stevenson Services Inc. On that day, no member of the Stewart and Stevenson families will play a significant management role in the 102-year-old company’s power structure for the first time. In addition, Donald Stevenson will no longer serve as a director after 29 years. As […]
Posted inBoards & Shareholders
Qwest Agrees To Governance Changes In Settlement
Qwest Communications is the latest among a growing number of companies to agree to significantly alter its corporate governance as part of a settlement agreement in a shareholder lawsuit—but the novel pact received scant attention in the national press and contains several unusual provisions. The embattled telecom company agreed to shell out $25 million to […]
Posted inBoards & Shareholders
CalPERS Ire Over Healthcare Merger Questioned
Anthem Inc.’s proposed takeover of WellPoint Health Networks Inc. last week stirred up a hornet’s nest among investors, governance experts and lawyers. The California Public Employees’ Retirement System (CalPERS), which owns 721,840 shares of WellPoint stock and 612,938 shares of Anthem stock as part of the pension fund’s index holdings, fired off a press release […]
Posted inBoards & Shareholders
Directors’ Pay Surges 19 Percent At Largest Companies
Directors’ pay is going up and more of the compensation is coming in the form of cash rather than stock options. According to a comprehensive analysis of director compensation at Fortune 500 companies, conducted by Executive Compensation Resources, a newsletter published by Towers Perrin, more companies are paying a premium for audit committee service and […]
Posted inRegulatory Enforcement
Let’s Make A Deal: Litigation Driving Governance Policy Changes
Earlier this spring, Cendant Corp. agreed to settle a shareholder derivative lawsuit filed on behalf of the company, which alleged that the amended employment agreement with Chairman and CEO Henry Silverman was approved by the board of directors in violation of their fiduciary duties. EXAMPLES MCI: Unanimously adopted 78 recommendations by Corporate Monitor Breeden. Siebel: […]
Posted inRegulatory Enforcement
Proxy Battle Shows Firms’ Clout; Not Afraid Of A Fight
When shareholders of First Aviation Services Inc. assemble in Memphis, Tenn., today (June 15) for their annual meeting, a rare thing will take place. A proxy fight. That’s right, we said “rare.” For the first time in more than decade, there has actually been a decrease in the number of proxy fights. Institutional Shareholder Services, […]
Posted inAccounting & Auditing
PCAOB Will Grill Audit Chairs On Non-Audit Services
Accounting fraud may have hogged the enforcement headlines for the past few years, thanks to high-profile scandals at Enron, Adelphia and Tyco International. But over the past few weeks, a number of accounting firms have learned that the Securities and Exchange Commission and other federal officials are still determined to crack down on auditor independence […]
Posted inBoards & Shareholders
Resolutions Altering Board Nominations Are Defeated
A couple of barely noticed shareholder resolutions that would change the way directors are nominated were soundly defeated last week at the annual meetings of Bank of America and Comcast Corp. Bank of America shareholders rejected a measure calling on the company to nominate at least 50 percent more nominees than there are open board […]