Shareholders and companies are on pace for a bloody, record-setting year of proxy fights in 2006. Through the first half of 2006, Corporate America saw at least 80 proxy fights—already surpassing the previous record of 74 fights seen in all of 2003, and well above the 54 fights in 2005 and the 40 in 2004. […]
Stephen Taub
Posted inInternal Controls
Tracking Performance Goals For Compliance
Companies have used “key performance indicators” for years to track data that can help measure progress toward whatever goals a company has. And as compliance and risk management have risen to be primary corporate goals, so have compliance- and risk-related KPIs. “In the last year, much more attention has been paid to how to operationalize […]
Posted inEthics & Culture
Sex, A CFO, And A Corporate Ethical Dilemma
It is a corporate ethics dilemma made in New York City tabloid heaven. Take one Brazilian native arrested on charges of prostitution, narcotics and money laundering. Accuse her of running a brothel out of her Manhattan apartment. Let the gossip columns have a field day, printing salacious details of the “sugar daddies” providing her gifts […]
Posted inRegulatory Enforcement
Governance Lawyers Just Keep On Coming
Bad news for corporate executives running low on antacid: The onslaught of lawyers since Sarbanes-Oxley was passed four years ago will not stop any time soon. According to a recent survey by staffing firm Robert Half Legal of 300 attorneys at the 1,000 largest law firms and corporations in the United States and Canada, “ethics […]
Posted inBoards & Shareholders
The New Tool Against Activists: Surrender
When Sun Microsystems recently said it would eliminate its poison pill and amend its bylaws to allow majority voting in director elections, Sun acknowledged its decision to scrap the pill “is responsive to the expressions of Sun’s stockholders” at its 2005 annual meeting—where 84 percent of voting shareholders approved a non-binding resolution to eliminate the […]
Posted inBoards & Shareholders
Record Support Has Firms Looking To 2007
Hell hath no fury like shareholders scorned. Little surprise, then, that when Home Depot shareholders—irate that the company’s board of directors didn’t even attend its annual meeting last month—voted in favor of a nonbinding resolution requiring majority election of directors, the company responded. In a hurry. Within a week of the May 25 meeting, the […]
Posted inRegulatory Enforcement
SOX 304 Forfeiture Clause Goes Unused
When federal regulators recently concluded that home mortgage giant Fannie Mae had executed a $10.6 billion accounting fraud, regulators at the Office of Federal Housing Enterprise Oversight vowed to seek forfeiture of any fraudulent gains from the Fannie Mae executives who concocted the scheme. Don’t count on them wresting money away from Fannie executives using […]
Posted inFrom the Archive
Deadline? What Deadline? More Late Filings
Increasing numbers of companies are having difficulty filing their financial reports to regulators on time—and the number of repeat offenders is growing rapidly. According to the latest quarterly analysis by proxy services firm Glass, Lewis & Co., at least 120 companies failed to meet their deadline for filing first-quarter 2006 financial reports, up 32 percent […]
Posted inBoards & Shareholders
Dual-Class Share Systems Persist, Perturb
Majority voting policies, executive compensation and poison pills typically top the agendas of activist investors these days. Yet another perennial sore point with shareholders continues to lurk quietly beneath the radar, too: dual-class stock structures. Common perception is that dual-class structures are the domain of a few, family-owned businesses such as Ford Motor Co. or […]
Posted inFrom the Archive
Investors Bring Climate Change To A Simmer
Global warming, it seems, is finally starting to heat up concern in corporate boardrooms. Driven by government regulations on climate damage such as the Kyoto Accords, plus public pressure agitated by environmental groups, global warming as emerged as one of the more prominent specific issues executives must face if they embrace the concept of corporate […]