The provision in the Sarbanes-Oxley Act that bans loans to corporate executives has drawn public attention recently, as one major company took steps to comply with the rule while another company was accused by a shareholder research firm of skirting key provisions of the law. In case you’ve forgotten, Section 402 of Sarbanes-Oxley prohibits public […]
Stephen Taub
Posted inFrom the Archive
Are More Companies Adopting Voluntary Governance Changes?
Are more companies voluntarily making changes to their governance practices? It is starting to appear this way … maybe. In the past few weeks, a number of companies have taken it upon themselves to institute changes on a number of major issues that have recently been raised by investors, activists and governance specialists. For example, […]
Posted inBoards & Shareholders
Bitter Pill: How Companies Circumvent Shareholders Wishes
Companies increasingly seem to be in a more compromising mood these days when it comes to governance issues. But not, apparently, when it comes to the issue of rights offerings, or poison pills. Oh sure, since last year’s annual meetings, at least 30 companies have eliminated or at least amended their poison pills, according to […]
Posted inBoards & Shareholders
Companies Grudgingly Agree To Declassify Their Boards
A growing number of companies seem willing to compromise on one high-profile governance issue: the declassification of the board of directors. For example, in just the past few months, about two dozen companies proposed annual elections of directors at their annual meetings. They include Avon, BellSouth, Cendant, Merck, The Dow Chemical Co., Starwood and Weyerhaeuser. […]
Posted inBoards & Shareholders
Proxy Access: Not So Fast
It’s beginning to look like the SEC will trot out its final rules regarding proxy access a little later than experts had anticipated. For awhile, there was talk that it would come sometime in May, after being delayed once earlier in the year. However, this timetable does not appear to be materializing. According to an […]
Posted inBoards & Shareholders
D&O Insurance Crisis: Could The Worst Be Behind Us?
Is the D&O crisis over? Not yet, but the worst may be behind us—gone are those nightmarish high double-digit and triple-digit price increases. According to the widely-followed annual RIMS Benchmark Survey released a couple of weeks ago, in the first quarter of 2004 price increases in a number of lines of insurance, “most notably” directors […]
Posted inBoards & Shareholders
Sense Of Reality Behind Annual Meeting Acrimony
On one level, this is shaping up as perhaps the most acrimonious annual meeting season ever. Earlier this year, two former Walt Disney directors—Roy Disney and Stanley Gold—seemed to inspire dissidents at other companies when they launched an intense, very public campaign to oust Chairman and CEO Michael Eisner. At the March annual meeting, 43 […]
Posted inBoards & Shareholders
Pension Funds Want To See More Green In MD&A
A group consisting of many of the nation’s largest institutional investors is stepping up its efforts to make a company’s environmental policies a mainstream corporate governance issue.. Their goal is for the Securities and Exchange Commission to clarify the importance of companies detailing their climate risk disclosure under existing disclosure rules regarding the Management’s Discussion […]
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Cablevision “Opts Out” Of Key Governance Rules
Some public companies are more equal than others. Just ask the folks at Cablevision Systems, the Long Island-based operator of cable systems. In a recent SEC filing, the company said the Dolan family asked the company to exercise its right as a “controlled company” and to opt out of a number of recently adopted New […]
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Accelerated Filing Starts To Takes Its Toll: 59 Late
Call them the gang that couldn’t file in time. In the first year that companies were required to complete their annual reports earlier than in prior years, 59 companies with at least $100 million market caps—roughly defined as accelerated filers—filed for extensions of the March 15 deadline. This compares with 54 companies that sought more […]