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Institut sur la gouvernance (IGOPP)
March 10, 2017 10:07 AM
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Following Snap’s contentious IPO, Corporate Secretary looks at which companies offer different classes of shares and how they maintain good governance
Investors, the C-suite and boards have different views about what is, or should be, considered material information. A company’s financial results would be considered material by all parties. Based on SEC rules, companies are required to provide updates on their financial results on a quarterly and annual basis (10-Q and 10-K, respectively) and also timely disclose specified material developments that occur in between quarters (8-K and/or press release). Beyond pure financial information, other examples of material news would include merger & acquisition activity, changes in control and/or management changes, significant product announcements, dividends, etc.
Economic sanctions, anti-money laundering and cybersecurity remain at the forefront of U.S. regulatory priorities.
Glacial progress may accelerate after this International Women's Day because funds are going to start voting against boards without women. #BeBoldForChange
Investors wondering whether Snap is the new Facebook appear to have gained a healthy dose of skepticism. If history is any guide, that is the right response.
As part of SHARE’s campaign, the Mississauga real estate company will add a woman to its board of directors and work on developing a formal diversity policy
Index-fund giant State Street Global Advisors is pushing big companies to put more women on their boards, initially demanding change at those firms without any female directors.
Institutional shareholders threaten to vote against directors who resist change as part of proxy campaign
Regulator has left it to companies to determine how to monitor disclosures, but better transparency may be near
CSX has named Hunter Harrison as its next chief executive, giving the railroad veteran a four-year contract to slash costs and revamp one of the country’s biggest railways.
Boards around the world are searching for the “right” performance metrics, and the “right” way to set performance goals. While much of the focus is often on long-term awards, short-term metrics and targets can pose as much or even more of a challenge. Long-term programs are often based on relative performance measures, but short-term programs are more frequently based on absolute measures, and more often than not include earnings measures.
A few weeks into the Trump presidency, it is tempting to obsess about the political rhetoric and soundbites coming out of Washington, DC. While the first month of this new administration is certainly unprecedented in style, method, and message, the real cumulative impact on business remains unclear.
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There is a certain immediate attractiveness associated with the idea of impact investing. The objectives of many impact investors are in some ways similar to those of many critics of capitalist societies: both groups want to contribute to the achievement of various socially worthy objectives tha
In our article, The Heterogeneity of Board-Level Sustainability Committees and Corporate Social Performance, forthcoming in the Journal of Business Ethics, we explore the performance impact of board-level sustainability committees.
Investment manager State Street Global Advisors (SSGA) is to send letters promoting gender diversity to the companies it invests in that don’t have any women on their board, warning it will use proxy voting to drive change and create a better gender balance, Corporate Secretary sister publication IR Magazine reports ...
They’re found in every industry and every province, but these companies share some key qualities: laser focus, smart hiring and continuous improvement.
The ASC went to great lengths to hire an agency and actor to help design the ruse that attracted dozens of real and unwitting investors
EVER since the June 2016 referendum vote in Britain on membership of the European Union, there has been a battle over the terms of departure. The government, and right-wing press, are averse to there being any kind of scrutiny over the process by either the courts or Parliament.
Experts say long-term trends in revised takeover bid regime have yet to emerge, but early data suggest rising wariness on hostile offers
In a modern corporation, a single large investor no longer monopolizes active monitoring. A typical investor base in the U.S. public firm constitutes several blockholders which arguably maximize the very same objective function. These investors communicate with one another via private channels e.g., word-of-mouth and interpersonal connections, in order to coordinate their monitoring activities and exert influence on corporations to adopt governance attributes that better protect their interests.
On February 8, 2017, U.S. District Judge Amy Berman Jackson blocked the proposed $48 billion merger of health insurers Anthem Inc. and Cigna Corp. on antitrust grounds. In the wake of this ruling, Cigna notified Anthem that it was terminating their merger agreement and, on February 14, filed suit against Anthem in the Delaware Court of Chancery for a declaratory judgment that it had lawfully terminated the agreement. Cigna’s suit seeks recovery of a $1.85 billion reverse termination fee and more than $13 billion in damages that Cigna claims represents the premium value its stockholders lost due to Anthem’s alleged breaches of the merger agreement.
Board composition is “the” issue for investors in 2017. Some industries are taking more steps to refresh their board than others—how does yours stack up? As the economic environment changes and lines between industries start to blur, companies are looking for directors with different, less traditional and even broader skills. Technology skills will be key across sectors.
Shareholder power and activism are topics of enormous current interest in the United States and around the world. The prospect of greater shareholder involvement in corporate governance has been welcomed and encouraged in some jurisdictions, such as the United Kingdom, yet has been met with widespread apprehension in the United States. There is a paradox here. Although the United States is generally regarded as the birthplace of shareholder activism, in fact, US shareholders have traditionally possessed far fewer corporate governance rights than shareholders in other common law jurisdictions, including the United Kingdom and Australia.
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