Boards & Shareholders

A couple of barely noticed shareholder resolutions that would change the way directors are nominated were soundly defeated last week at the annual meetings of Bank of America and Comcast Corp. Bank of America shareholders rejected a measure calling on the company to nominate at least 50 percent more nominees than there are open board […]

Study by two professors at The Harvard Law School looks at how the value of publicly traded companies is affected by arrangements that protect management from removal. “We find that staggered boards are associated with an economically significant reduction in firm value,” note the authors.

First gasoline, then milk … now say hello to the next business sector gripped by inflation: corporate directors’ fees. Cash compensation for directors surged at double-digit rates last year, according to a new survey of publicly traded companies. And it’s likely to keep escalating while corporate America digests the new managerial obligations spawned by the […]

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 […]

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. […]

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 […]

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 […]

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 […]

BurnsButterfield While Computer Associates, Bank of Montreal and Walt Disney Co. formalized plans to separate their chairman and CEO roles last week, three other companies ignored a growing trend by combining the positions. Michael Burns, the president and CEO of $7.9 billion auto parts manufacturer Dana Corp., was named chairman of the company, as was […]