Boards & Shareholders

Is Intel suddenly setting the standard for setting a majority standard for approving directors? The microchip giant made headlines Jan. 19 with the announcement that it had amended company by-laws to adopt a majority-vote requirement for directors in uncontested elections. When directors fail to win a majority, they must submit their resignations to the board […]

Though executives and the media typically group hedge funds and pension funds into a single class of “institutional investors,” there’s increasing evidence that the two fund types are at odds. In recent conversations with Compliance Week, a number of pension- and union-fund managers admit they are uneasy with many of the tactics and goals of […]

We’ve lost track. We don’t know how many executive compensation reform plans we’ve witnessed over the decades. Each time, proponents claim that this particular reform is the magic bullet. Each time, unintended consequences follow. Each time, someone says, “This time is different.” In 2006, they may finally be right. No, we’re not predicting an end […]

The Securities and Exchange Commission is raising eyebrows on Wall Street with an investigation into a $10 billion hedge fund that tried to dodge the old adage of “no pain, no gain” in a failed drug-industry merger. At issue are the elaborate financial maneuverings of the Perry Capital hedge fund, as it tried to straddle […]

What do a jewelry retailer, a data warehouse and a microprocessor manufacturer all have in common these days? A passion for healthier governance, it seems. Tiffany & Co., ChoicePoint and Analog Devices are the latest devotees of a new craze in Corporate America: scrapping the company poison pill. All three ditched their plans within the […]

As calendar year-end companies gear up for their annual shareholder meetings, one question looms large: Will shareholders follow management’s recommendations when they vote? Companies can typically count on shareholder support for routine matters—such as electing unopposed directors, and appointing auditors for the next fiscal year—but non-routine business is another matter. If a dissident shareholder launches […]

A long-simmering battle between Bally Total Fitness Corp. and two hedge funds has ratcheted up recently, with the health-club operator accusing the funds of acting in tandem and triggering a poison pill to weaken their ownership stakes. The dispute, which has handed Bally several setbacks this month, could have wide ramifications for future instances when […]

The Securities and Exchange Commission dealt a serious blow this month to corporations trying to exclude from the proxy statement shareholder calls for majority election of directors. On Jan. 5, the Commission denied a no-action request by Hewlett-Packard Co., which sought permission to omit from its proxy a shareholder proposal asking that majority election be […]

The intense battle between Sovereign Bancorp and one of its largest shareholders, activist hedge fund Relational Investors Corp., has shined a spotlight on a rarely used practice for ousting directors that somewhat resembles a majority-voting policy. It also underlines a critical, overlooked reason why companies have favored staggered boards of directors and even raises questions […]