Woodrow Wilson said it best: “If you want to make enemies, try to change something.” Nobody likes change. And that’s a problem, because governance rules are ultimately designed to change behavior. Whether the regulation is tied to process, like accelerated filing deadlines, or conduct, like ethical business codes, a fundamental organizational adjustment is likely. SIDEBAR […]
CW Subscriber Only
Guidant Appoints Governance Officer, General Counsel
Minott $3.7 billion medical equipment and supplies company Guidant recently announced that Bernard Kury, former partner with Dewey Ballantine, would become vice president and general counsel. Kury knows Guidant well: He served as lead counsel on its IPO in 1994, and was lead counsel on several of the company’s acquisitions. He replaces Debra Minott, who […]
Stock Option Expensing: Getting Ahead Of The Issue
John Kenny, chief financial officer of Iron Mountain Corp. in Boston, makes it sound simple. The board of directors knew the company would have to start expensing stock options sooner or later—so in the summer of 2002, it decided on sooner. No consultants were hired. No new models were developed. Iron Mountain had long reported […]
FASB Releases Equity-Based Compensation Proposal
This morning, the Financial Accounting Standards Board finally released its long-awaited proposal to require companies to recognize the cost of employee stock compensation in financial statements. The “exposure draft,” available for download in the column at right, covers a wide range of equity-based compensation arrangements. Key Elements Under the Board’s proposal, all forms of share-based […]
Governance Ratings: Do Institutional Investors Care?
Eight companies wound up at the top of GovernanceMetrics International’s first two comprehensive semi-annual governance ratings. Those companies are: ExxonMobil McDonald’s PepsiCo Pfizer Praxair Colgate-Palmolive E.I. duPont De Nemours Canadian-based BCE GovernanceMetrics applies almost 500 metrics to the more than 2000 companies it rates. The rankings are all relative, done like a bell curve distribution. […]
Lattice vs. Black-Scholes: Key Differences And Issues
FASB’s proposal, which will require companies to expense stock option compensation, contains more than just a hint of preference for a certain type of model to estimate the fair value of options. According to the issuance by FASB, there are several valuation techniques that can be used to accurately determine the fair value of employee […]
Now That Expensing Is Mandatory, Expect To See It Less
Well, so much for the million-dollar secretary. That’s the consensus from accounting experts now that the Federal Accounting Standards Board has unveiled its proposal to require public companies to expense stock options. While businesses are likely to grumble about the rule and push Congress to abolish it before it becomes law in December, few people […]
Option Expensing Disclosures May Not Impact Stock
Twenty four hours after FASB issued its exposure draft on stock option expensing, $1.4 billion HR consulting firm Towers released a study showing that a company’s decision to expense stock options has no impact on stock price. The study tracked 335 companies, monitoring their stock price five months before and after their announcements to disclose […]
Option Grants Already Decreasing; Restricted Stock Is Up
Executive compensation specialists are reporting that stock option grants will decrease due to FASB’s new stock-option expensing proposal, and will likely be replaced by restricted stock grants. According to two new studies, that trend may already be underway. Compensation analysis firm Equilar, Inc., and compensation consultants Pearl Meyer & Partners each released separate studies last […]
Three Companies Announce Lead Director Appointments
Hammick Belda Mazankowski Three companies announced lead director appointments in recent weeks, while another re-elected its lead director. Such appointments are considered the “next best thing” to the separation of chairman and CEO roles; in fact, the Conference Board and several proxy voting recommendation services have urged companies to name an independent director to the […]


