Boards & Shareholders

According to press reports, a series of recent, unrelated events may deal a big blow to the activist investor movement. In just the past few weeks, Sean Harrigan was ousted as president of the California Public Employees’ Retirement System; Roy Disney and Stanley Gold decided not to further pursue their aggressive tactics toward Walt Disney; […]

Delaware’s Chancery Court set the corporate directors’ grapevine abuzz in May when it found several directors of a company called Emerging Communications personally liable for approving a merger with the company’s controlling stockholder at an unfair price. The plight of Salvatore Muoio, an investment banker with long experience in the telecommunications industry, has drawn particular […]

Frustrated with sell-side analysts’ failure to screen companies for governance risks, a consortium of European funds with over $460 billion in assets recently announced a plan to steer 5 percent of commissions to brokers who includes such analysis of intangibles into their research. The program, officially dubbed the “Enhanced Analytic Initiative,” is considered an industry […]

Creditors may sue directors of companies that can’t pay their debts, but the board members can protect themselves with the same provision that shields them from certain shareholder lawsuits, Delaware’s Court of Chancery ruled last month. It’s long been settled in Delaware law that when a company is insolvent, the directors have fiduciary duties to […]

Houdini could teach the SEC a thing or two. Yes, the great magician is dead; but, then again, so is the SEC’s draft proposal on proxy access. Or, at least it soon will be, given its convoluted triggers, heavy lobbying against it by the business roundtable, a threatened lawsuit should the SEC go ahead, and—most […]

Same story, different year: corporate executives and board directors are working harder than ever to meet the new burdens of compliance with federal securities law. A survey of Fortune 1000 companies released last week confirms that the workload for board directors increased yet again in 2004, as corporate America digests the governance reforms it has […]

Executive compensation, always a lightning rod for shareholder activists, figures to face a fiercer assault during the 2005 proxy season. The latest salvo was fired by The California Public Employees’ Retirement System, which last week said its Board of Administration approved a plan to hold directors and compensation committees more accountable for their actions. In […]

Last week, MCI said it will invest 25 percent of its directors’ fees in MCI common stock. Under a policy announced back in August, the rehabilitating telecom giant said it withheld 25 percent of all directors’ fees earned during the previous quarter and will transfer those funds to a broker, who will purchase the shares […]