Stephen Taub

When activist shareholder Steven Milloy submitted shareholder resolutions late last year calling on several major investment banks to include his “Sarbanes-Oxley Right-to-Know” proposal—which asks companies to disclose their SOX compliance costs—Bear Stearns Co. did not promptly tell him it was trying to keep the resolution off its proxy statement. Milloy complained to the Securities and […]

Executive compensation traditionally has been a lightening rod for shareholder activism, perennially one of the largest sources of shareholder resolutions come proxy season. And thanks to the options backdating scandal and a series of high-profile CEO dismissals with equally high severance packages, the surge of shareholder resolutions on pay should reach record heights this spring. […]

Brace yourself—the punches are starting to fly in the fight for shareholder access to the proxy statement. Since the 2nd U.S. Circuit Court of Appeals made a pivotal ruling last September that shareholder groups can submit proposals for the proxy concerning director nominations, shareholder activists and companies alike have been preparing for a wave of […]

When a CEO dogged by accusations of arrogance, poor performance, and excessive pay finally gets shoved out the door, and the board still gets grief for ousting him—well, then you know you have a problem. Such is the tale at Home Depot, which finally fired Chief Executive Officer Robert Nardelli on Jan. 3 after nearly […]

One of the first shareholder lawsuits seeking restitution from corporate executives over backdated stock options fizzled late last month with no damages going to the plaintiffs, a heartening sign for the legions of companies now tarred by backdating allegations. The shareholders had sued JDA Software Group, a $215 million software concern in Scottsdale, Ariz., accusing […]

Christmas and New Year’s may be past, but now ’tis the season to submit shareholder proposals. With the 2007 annual meeting season just a few months away, activist investors are busy plotting strategies and identifying targets they believe are vulnerable to calls for better operation or governance. Not surprisingly, most of the usual suspects in […]

Suddenly, tax experts could become the new rock stars of corporate boards. First, the Financial Accounting Standards Board’s long-awaited Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes, finally went into effect on Dec. 15, requiring more certainty and disclosure of a company’s tax exposures. That comes on the heels of a Compliance Week […]

W hat a difference a few scandals make. Two companies associated with questionable governance practices in the past are now clearing the path for what some hope will become a solid governance practice in the future: hiring a secretary to the board of directors. Last year, American International Group, stung by its involvement in schemes […]

On Oct. 23, Bally Total Fitness made a number of board-related announcements, including that the board would be reduced from nine members to five by the time of the company’s annual meeting, scheduled for Dec. 19. Bally’s move to a smaller group of board members, however, is somewhat surprising to governance experts, and underscores the […]