Agrowing number of boards of directors are assessing the effectiveness of their own performance. Some are doing so because they are required to under rules promulgated by the New York Stock Exchange; others are driven by the guidance of governance-oriented organizations, by perceptions of governance โbest practice,โ or simply by a desire to bring more […]
Boards & Shareholders
Lessons From Disneyland: Bad Decisions Are Still Decisions
Less-than-ideal is not illegal. Thatโs the upshot of the decision rendered by Delaware Chancery Court Chief Judge William B. Chandler III, who found that Walt Disney chief executive officer Michael Eisner and the Disney board of directors properly exercised their fiduciary duty and did not commit waste when the company hired and then fired Michael […]
Gadflies Go Mainstream: Governance Gets Institutionalized
What happens when gadflies become mainstream? Over the past 20 years, corporate governance has evolved from a noisy, often dismissible, gadfly movement into a mainstream corporate activity. Market players now recognize it as an enabler of value creation, and regulators see it as a pillar of business integrity. As investors, weโre all in favor of […]
Gadflies Go Mainstream: Governance Gets Institutionalized
What happens when gadflies become mainstream? Over the past 20 years, corporate governance has evolved from a noisy, often dismissible, gadfly movement into a mainstream corporate activity. Market players now recognize it as an enabler of value creation, and regulators see it as a pillar of business integrity. As investors, weโre all in favor of […]
The Board Meets Never. 303A, The States, And Torvec
If last monthโs decision by tiny auto maker Torvec has you dreaming of canceling all future meetings of the board of directors, you may want to grab another cup of coffee. THE DISCLOSURE Executive Committee The following disclosure was made by Torvec Inc., on Form 8-K on July 8, 2005: On July 8, 2005 David […]
Firm Aims to Predict Likelihood Of Class Action Litigation
If someone tells you they can predict the likelihood that your company will face a securities-related class action lawsuit over the next year, should you believe it? Los Angeles-based Audit Integrity says it can do just that. The company claims it has developed a model that it says can predict securities-related class action lawsuits of […]
Firm Hopes SEC Letter Opens Up Proxy Delivery Market
Will an interpretive letter from the Securities and Exchange Commission giving banks and brokers the okay to designate more than one agent to fulfill their proxy delivery obligations break ADPโs monopoly on the distribution of proxy material? Swingvote certainly hopes so. The Atlanta-based newcomer to the proxy voting service marketplace requested the Commission’s advice on […]
Round Trip Trades + SEC Probe = Director Of The Year?
When The National Association of Corporate Directors voted E. William (Bill) Barnett, lead director at Reliant Energy, as Director of the Year for 2005, it lauded him for his leadership when the Houston-based utility was working through a number of accounting-related restatements and governmental probes and lawsuits. Barnett โBarnett’s leadership during this difficult period was […]
Golden Parachute Highlights Director Vulnerability
Last weekโs resignation of Morgan Stanleyโs co-President Stephen Crawfordโwho collected $32 million on his way out the doorโhighlights the heightened dangers facing corporate directors. Within hours of Crawfordโs resignation, speculation was rampant that Morgan Stanley board members could be facing litigation from investors for allowing such a golden parachute, observes Sarah Wolff, a partner with […]
ISS Consolidates Proxy Voting Power With IRRC Deal
Rockville, Md.-based Institutional Shareholder Services has solidified its position as the industryโs dominant proxy advisory firm with the purchase of the commercial business of its rival, Washington, D.C.-based Investor Responsibility Research Center. ISS agreed to buy the commercial proxy voting, research and screening business of IRRC in a cash deal valued in excess of $10 […]


