Corporate governance - Vigil

In my essay for the forthcoming Oxford University Press Handbook of Corporate Law and Governance edited by Jeffery Gordon and Georg Ringe, I show through analysis of three admittedly idiosyncratic examples how the progressively more successful effort to complicate corporate law—the move from corporate law to corporate governance—came to fill the empty skyscrapers and boxes

Recent research [1] featured in the Wall Street Journal article, “Best Paid CEOs Run some of the Worst-Performing Companies,” [2] questions basic design premises of the public company CEO compensation model in the US. Specifically, the research [“study”] argues that delivering large equity grants—above the median of companies in the study—to CEOs is not an effective way to motivate long-term shareholder value creation (e.g., total shareholder returns). We believe this study is based upon an incorrect premise of executive motivation and an improper measurement of CEO pay.

Thank goodness disclosure doesn’t work. If it did, Canadian investors would be quite misinformed by the disclosure they’re getting.

That’s the takeaway from reading the Canadian Securities Administrators’ annual reviews of continuous disclosure by reporting issuers for the past seven years. During every one of those years except 2013, regulators found deficiencies in more than half of all issuer disclosure. The deficiency rates ranged as high as 76%; they were at or above 70% fully half the time.

Reeds Board of directors; is it functional? I review "Commonsense Principles of Corporate Governance." How does the Reeds Board stack up? Help is needed.

Board evaluations go to the heart of the directors’ competence and might therefore be a challenging process to conduct. To help companies and their advisors plan their first board assessment—or to build on their previous ones—this post provides insight into the common types and formats of board evaluations and outlines various considerations for those designing the assessment. Additionally, recognizing that the list of competencies and capabilities required for an effective board is long and that prioritizing the most significant ones is essential to a successful evaluation, this post seeks to focus companies and their advisors on several key topics that each evaluation should address. Finally, this post concludes with some tips regarding the post-evaluation discussion with the board to ensure that the necessary improvements identified through the board evaluation process are implemented.

A new Code of Practice for the Governance of State Bodies will place "greater emphasis on accountability and transparency" on State boards, Public Expenditure Minister Paschal

An extensive literature across law, accounting, economics and finance has analyzed the compliance costs of securities regulation. In the US context, the Sarbanes-Oxley (hereafter SOX) legislation enacted in 2002 has been a particular focus of attention. However, its social welfare consequences remain controversial. My new working paper on Estimating the Compliance Costs of Securities Regulation: A Bunching Analysis of Sarbanes-Oxley Section 404(b) brings both a novel dataset and a new empirical approach to bear on this important question. Many of the most significant provisions of pre-SOX—in particular, auditor attestation of internal controls under Section 404(b)—have been applied only to firms at or above a threshold of $75 million of “public float” (i.e. the market value of shares held by non-insiders); firms satisfying this threshold are referred to as “accelerated filers.”

Hedge fund Maglan Capital demanded on Wednesday that telecom carrier FairPoint Communications remove four board members, stepping up pressure on a company whose shares it believes could trade 70 percent above their current value.

In a letter sent to the board and FairPoint Chief Executive Paul Sunu and seen by Reuters, the hedge fund's two founders said they wanted board members Dennis Austin, Michael Mahoney, David Treadwell and Wayne Wilson to "immediately tender their resignations" and warned they would push for a special meeting if no action was taken.

Sagard chair Paul Desmarais III had been scheduled to join the company’s board on Aug. 9

As businesses pay greater attention to parity for men and women at all levels, initiatives to recruit more female directors are bearing fruit.

In the paper, CEO Personality and Firm Policies, which was recently made publicly available on SSRN, we use two samples of high quality personality data for chief executive officers (CEOs) and the way they speak during question-and-answer (Q&A) portion of earnings conference calls to develop a measure of CEO personality in terms of the Big Five traits: agreeableness, conscientiousness, extraversion, neuroticism, and openness to experience. These personality measures have strong out-of-sample predictive performance and are stable over time. Our measures of the Big Five personality traits are associated with financing choices, investment choices, and firm operating performance