Can a company default on its bonds if it doesnโt file its quarterly or annual financials on time? That issue has become the subject of a heated battle between BearingPoint and investors in two of its convertible securities, who claim the company is in default because BearingPoint has not filed its 2004 report or its […]
Boards & Shareholders
Fiduciary Revolution: Lawyers Say Funds Can’t Ignore ESG
OFreshfields.โ Sounds gentle. Except that you will soon recognize it as code for tough-minded investor scrutiny of your companyโs management of environmental, social and governance risks. Youโll even begin to hear that particular troika referred to by a new shorthand: ESG. Whatโs going on? Under most firmsโ radar screens, a partnership of fund management firms […]
Best Practices For Small- And Mid-Cap Companies
Thereโs an old story about a championship basketball game in the animal kingdom between the Ants and the Elephants. Late in the game, with the Elephants up by one, the Ants had possession, and were heading down the court looking to score. As the star Ant dribbled forward, the Elephant guarding him lifted his foot […]
Cos. Moving Faster Than Investors To Declassify Boards
For the first year on record, management submitted more proposals to repeal classified boards than did investors. That’s according to Subodh Mishra, a researcher at Investor Responsibility Research Center, who told Compliance Week thatโin the first half of the yearโcompanies filed about 60 proposals to declassify their boards, compared to roughly 50 shareholder resolutions calling […]
Increased Scrutiny Of Board Minutes Requires Attention
When the Massachusetts Secretary of Stateโs Office this year announced an investigation into the $57 billion sale of Gillette to Procter & Gamble, state officials zeroed in on the minutes of a meeting by Gilletteโs board of directors in which the sale was discussed. โThereโs no evidence of extensive deliberations,โ Massachusetts Secretary of State William […]
NYSE Proposal Would Clarify Independence Disclosures
The New York Stock Exchange plans to file a rule change with the Securities and Exchange Commission either this week or next week to clarify disclosure requirements related to the independence of board directors, NYSE officials said. The Exchange is also considering an indicator that would flag companies that are out of compliance with its […]
NYSE Proposal Would Clarify Independence Disclosures
The New York Stock Exchange plans to file a rule change with the Securities and Exchange Commission either this week or next week to clarify disclosure requirements related to the independence of board directors, NYSE officials said. The Exchange is also considering an indicator that would flag companies that are out of compliance with its […]
The Activist’s View: Q&A With Shamrock Capital
Shamrock Holdings was founded in 1978 by Stanley Gold to invest the assets of certain Disney family members, including Walt Disneyโs nephew Roy E. Disney. It mostly kept below the radar until a couple of years ago, when Gold and Disney waged their highly public campaign to oust Michael Eisner as head of Walt Disney […]
Seeing Risk, Opportunity In Climate Change
The national headlines and global business reports were anything but quiet last month. Hurricane Katrina. Oil prices at $70 a barrel. Refineries off-line. Gas prices above $3 a gallon. Hurricane Rita. It was a month of uncertainty, sorrow, angst and grief. And while the eyes of the nation focused intently on developments in Louisiana, Texas, […]
SEC Looking Into Retaliation Against Analysts
The Securities and Exchange Commission is looking into the practice of companies retaliating against research analysts who provide negative reports. โThe Commission staff has been reviewing this matter and is currently considering several possible solutions for recommendation,โ Chairman Christopher Cox wrote in a Sept. 1 letter to U.S. Sen. Ron Wyden (D-Ore.). Wyden had written […]


