Boards & Shareholders

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 […]

Sneaking improperly dated stock option grants into the financial statements may now be a thing of the past, but such abuses are still top of mind—particularly for proxy-advisory firms and institutional investors—as the 2007 proxy season approaches. Backdated options are just one item on a long list of compensation-related issues proxy firms and institutional investors […]

More corporate boards appear to be adopting “categorical standards” to help them make the required disclosures related to their director independence determinations, according to a recent corporate governance survey. Out of the 100 largest U.S. public companies, 72 have adopted categorical standards, according to their most recent proxy statements—up from 57 companies in 2004. So […]

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 […]

A policy battle is under way in Corporate America these days—a battle to design the right policy about disclosing related-party transactions for board directors, that is. Thanks to the Securities and Exchange Commission’s new rules on disclosure of executive compensation, winning that battle isn’t easy. Under the new Item 407(a) of Regulation S-K, companies are […]

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 […]

In addition to its new proposals for compliance with Section 404, the Securities and Exchange Commission also tackled two other significant regulatory issues last month, approving plans to let companies disseminate proxy statements via the Internet and re-proposing changes to when a foreign private issuer can exit U.S. listings. Currently, FPIs can only exit the […]

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 […]

Under the looming threat of lawsuits from investors, regulators, and employees, directors at public companies are focusing on ways to mitigate their personal risk—and they would be wise to do so, according to a recent report. Among 39 board members surveyed by Thomson Financial, 15 indicated that they either have been sued or been put […]