Boards & Shareholders

It’s no secret that a growing number of hedge funds have “gone activist,” pushing for asset sales, spinoffs, recapitalizations, special dividends, and other perceived shareholder-enhancing moves. Numerous hedge-fund players, however, take their activist campaign a big step further: battling for a seat on a company’s board of directors, in the hope that their influence will […]

As I write this month’s column soon after the Hewlett-Packard board fiasco became front page news, I’m enjoying the moment. Having had the privilege recently of being featured on CNBC and Bloomberg TV, I’m now on my way to a speaking engagement on the West Coast, and will be seeing one of my sons this […]

It’s no longer business as usual in the world of investor relations. And the changes are coming faster than many senior corporate managers realize. For years, most companies could count on sell-side analysts to communicate their story to institutional and individual investors. And in most cases, the securities analysts’ research almost always included “buy” recommendations. […]

According to corporate governance experts, a number of factors—particularly the Securities and Exchange Commission’s new executive compensation disclosure rules—may cause shareholders to take a more active stance on executive pay issues in the coming year. And some are utilizing a new tool: stockholder advisory vote proposals. As Compliance Week has previously reported, the SEC’s new […]

Once upon a time, corporate boardrooms were friendly, even clubby places where executives sat around, debated strategy for a while, and then voted the way the chairman and chief executive recommended before heading out to the links. Now, with the enormously increased responsibility imposed on them by the Sarbanes-Oxley Act and by regulators, it’s strictly […]

Corporate Japan’s fledging movement to adopt an oversight system of a company’s board and committees—much like the type seen at many U.S. corporations—appears to be losing steam, partly thanks to the country’s new Corporation Law—which actually is intended to bolster governance at Japanese businesses. Many large Japanese companies have a kansayaku, or corporate auditor, who […]

The New York Stock Exchange has delayed for another year its plan to scrap the so-called “broker-vote rule” to give issuers more time to digest the implications of the long-standing practice and to ponder other proxy-voting concerns generally. The broker-vote rule, where brokers vote in director elections when their shareholder customers have expressed no opinion […]

Proxy access, an idea anathema to most corporate boardrooms, has roared back to the forefront of corporate governance debates with a key court ruling in favor of shareholders and looming new regulatory hearings on the topic. With unusual swiftness for a governmental agency, the Securities and Exchange Commission last week scheduled an open meeting for […]

Proxy access, an idea anathema to most corporate boardrooms, has roared back to the forefront of corporate governance debates with a key court ruling in favor of shareholders and looming new regulatory hearings on the topic. With unusual swiftness for a governmental agency, the Securities and Exchange Commission last week scheduled an open meeting for […]

Institutional Shareholder Services, the most powerful proxy vote adviser in North America and Europe, appears to be for sale, according to published reports. The Rockville, Md.-based advisory firm did not respond to requests for comment, but the governance newsletter Global Proxy Watch, published by Stephen Davis—who also writes a monthly column for Compliance Week—reports that […]