Corporate governance - Vigil

On Friday, November 18, 2016, the Staff in the Office of Mergers & Acquisitions (“OM&A”) in the Division of Corporation Finance (the “Staff”) at the Securities and Exchange Commission released several new Compliance and Disclosure Interpretations (“C&DIs”) addressing:

You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to the company’s board at its 2017 annual meeting.

Academics have been devoting more and more attention to board gender diversity and its effects over the last two decades. However, most of that literature has a relatively narrow focus as it limits itself to studying the effects of female directors on firm performance and firm value as well as risk taking.

With Congress and the Presidency soon in Republican control, look for the Financial CHOICE Act (or perhaps an enhanced version) to be re-introduced in the next Congress.

For a long time, the academic literature has largely supported the view that staggered boards -- which require challengers to win at least two election cycles to gain a board majority -- entrench directors and managers to the detriment of shareholders.

The SEC has announced a series of changes among the ranks of its senior officials, including a new chief accountant and the departure of the top official overseeing broker-dealers and transfer agents.
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ISS and Glass Lewis have released updates to their proxy voting policies for the 2017 proxy season, which are available here and here. While this year’s updates seem less far-reaching than we have seen in previous years, companies should familiarize themselves with the new policies, some of which could affect director elections and proposals relating to executive and director compensation. The policy updates will apply to annual meetings held on or after February 1, 2017. In this post, we provide guidance for U.S. public companies on addressing these developments and practical tips for “What to do Now?”.

Corporate Secretary sister publication IR Magazine reports that, according to research by data provider Activist Insight, the number of Canada-based companies subjected to demands from activist investors is at its lowest level in five years.  

Theranos Inc. said Riley Bechtel, chairman of the construction giant Bechtel Corp., had retired as a director of the embattled blood testing startup.

Starbucks Chairman and CEO Howard Schultz will leave his post as the company's chief executive, the company said Thursday.

Non-profit boards face a unique set of challenges in the governance of their organization’s operations. These longstanding challenges include; difficulty recruiting individuals to the board, managing the interface between the board and management, and addressing long term strategic planning.

Driving Diversity in Canadian Boards: ICD and Osler Collaborate on Diversity Template