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This year’s Board Practices Study focuses not only on longstanding issues traditionally covered, but on those which have driven increased shareholder interest in the boardroom over the past several years
Corporate boards are expected to oversee and monitor managers on behalf of shareholders. However, too much monitoring by the board can hinder the ability of management teams to make nimble, optimal decisions. In equilibrium, theory suggests that talented CEOs, whose skills match well to the firms they manage, should be optimally monitored less intensely by the board. Theory also suggests that inside directors (who have other ties or past work experience with the firm) are likely to monitor the CEO less intensely. Thus, an equilibrium outcome may result in talented CEOs working at firms with less independent boards of directors and the independence of the board falling over the tenure of a given CEO.
Cyber risk, which is among the top five risks for organizations across many industries, presents a moving target. As innovative information technology (IT) transformation initiatives expand the digital footprint, they outpace the security protections companies have in place. Security and privacy internal control structures that reduce risk to an acceptable level today will inevitably become inadequate in the future—and even sooner than many may realize.
Tech companies more likely than life sciences firms to allow alternative director nominations
No terms of the settlement have been disclosed, but will become public if the agreement is accepted by a panel at a hearing scheduled for Wednesday
In today’s competitive labor market, many firms are facing challenges in recruiting and retaining talent. The Manpower Group, a leader in human resource consultancy, has been conducting a worldwide “Talent Shortage Survey” in recent years.
Delaware’s preeminent role in corporate regulation has endured for several important reasons. Most importantly, the state’s entire approach to the corporate law has been centered on investor protection. Although through the years the ways by which it has tried to achieve this protection have changed, it is this animating principle that defines its laws. Investors are keenly aware of this fact and seek and respect the approach.
Ford CEO Mark Fields' total pay, including his pension rose 19% to a total of $18.8 million in 2016, while pretax profit fell slightly.
A potentially influential new organization of institutional investors has made its presence known in the U.S. corporate governance scene. On January 31, 2017, the Investor Stewardship Group (ISG), a “collective” of some of the largest U.S. and international investors, announced the launch of an ambitious program to establish a set of basic corporate governance principles for U.S. listed companies and a parallel set of stewardship principles for U.S. institutional investors (discussed on the Forum here). This unprecedented event could be a turning point in the evolution of U.S. governance practice.
Major progress has been made over the last century in terms of gender parity, but even here in 2017, we are still far from achieving this goal.
Pershing Square is setting aside $75 million to cover a class action insider trading lawsuit surrounding its efforts to merge Allergan with now-embattled Valeant, which made Bill Ackman $1.1 billion according to Forbes.
Diversity and balanced workloads are key features to ensure audit committees are able to fulfill their duties, according to SEC chief accountant Wesley Bricker.
There is an increased emphasis being placed on Environmental, Social and Governance (ESG) considerations by the investment community. ESG considerations’ shift into the mainstream is being propelled by regulatory changes and the proliferation of data substantiating that ESG integration can help increase risk-adjusted investment returns.
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In Columbia Pipeline Group, Inc. Stockholder Litigation (March 7, 2017), Vice Chancellor Laster granted the defendants’ motion to dismiss a putative class action challenging the $13 billion sale of Columbia Pipeline Group, Inc. to TransCanada Corporation.
Each year, a number of surveys and commentators describe and predict the trending topics of interest and importance to boards of directors in the for-profit and non-profit sectors. As we wrap up the first quarter of 2017, it appears that many of the predicted hot topics continue to garner attention from various corners.
Washington REIT has appointed Taryn Fielder as senior vice president, general counsel and corporate secretary, effective March 29.
OPINION | The responsibility of bank executives is to protect the wealth and economic stability of our customers, not exploit their money to make more for ourselves.
Raymond Chabot Grant Thornton is proud to be involved with the new Métier Dirigeant TV series on management leadership, which will air on V-Télé.
Just when the U.S. is looking at how to roll back its regulations on corporations (among others) (see, e.g., this PubCo post, this PubCo post and this PubCo post), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder Rights Directive, which introduces, among other things, the concept of binding say-on-pay votes for companies listed in EU markets (over 8,000 of them). The Directive also includes some interesting measures intended to impede short-termism. According to the press release fact sheet issued by the European Commission, the Directive must still be adopted by the European Council (expected shortly) and, assuming adoption, will become effective two years thereafter.
Consistent with their stewardship obligations, institutional investors around the world regularly monitor and assess changing political dynamics, geopolitical tensions, economic stability and systemic risks. This broad purview of political assessment includes the outcomes of key elections in 2016 that triggered a new policy trajectory in important global markets where global institutional investors have considerable holdings and exposure.
The recent decision by the Massachusetts Supreme Judicial Court in Int’l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies incorporated in Massachusetts. The decision, arising out of the Dell/EMC transaction, held that because directors of a Massachusetts company generally owe fiduciary duties only to the corporation and not directly to shareholders, a claim that the price paid in a merger is too low may only be brought as a derivative claim, not as a direct claim.
Corporations represent a nexus of implicit and explicit contracts between shareholders and stakeholders. An important stakeholder group that is crucial to firms’ operations and performance consists of the employees,
Merrill Lynch As we move deeper into the economic expansion, equity market returns should remain positive but are likely to moderate from the 12% annualized price gains of the past…
Corporate Secretary sister publication IR Magazine has produced a three-part video series about how to respond to shareholder activism
The past year has been marked by a continued focus by shareholders and investor groups on executive compensation, and a related continued need for compensation committees to proactively manage their companies’ communications with shareholders and proxy advisory firms—both in the context of the nonbinding, advisory “say-on-pay” votes required by Dodd-Frank and also as preemptive actions against possible shareholder activists seeking the means by which to challenge board composition.
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