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Dual-class shares, which present a disproportionate amount of risk for subordinate shareholders, are fundamentally unfair, writes Anita Anand. Corporations with dual-class shares, she says, enjoy the benefits of going public, yet are not subject to the burden of ensuring adequate protection for their shareholders. Anand recommends prohibiting dual-class share structures completely, but notes that if dual-class shares are to be permitted, securities commissions must do more to ensure subordinate shareholders are protected.
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Four decades ago, Jensen and Meckling (1976) provided the first analysis of a hypothetical compensation contract that included both equity and debt for a CEO. But until Bebchuk and Jackson (2005) and Sundaram and Yermack (2007) provided early analyses based on then newly available data on CEO pensions, the dominant view was that debt-like claims held by CEOs were theoretically interesting but not empirically relevant. With the new data and evidence, a natural question arose: What is the optimal mix of CEO debt and equity?
Horsley argues prior settlement deal should shield him from further discipline
In corporate development, traditional dealmaking approaches may no longer be enough to create the desired value and manage potential activism. Companies today need agility, fresh thinking, and a high tolerance for disruption to seize market opportunities in areas where new business models are still being defined.
Director compensation in the U.S. has garnered much less attention than the compensation of executives. Directors are most often elected without challenge, based on the company’s recommendation. They serve, at least in theory, all shareholders and owe their duties to the corporation. In each company, directors are compensated equally regardless of their affiliation, credentials or tenure. This parity has been lauded as a crucial element in promoting board “cohesiveness,” to the benefit of all shareholders.
Awareness of threats is not the same as preparation to deal with them. More than three-quarters (76 percent) of surveyed board members believe their companies would respond effectively if a crisis struck tomorrow. But less than half (49 percent) of their companies have taken steps to be truly crisis-ready.
Catalyst's S&P 500 Census data is cited in this piece about board diversity in the UK.
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As Argentina and "vulture" hedge funds complete negotiations, precedents are being set that could come back and haunt the U.S.
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The History and Evolution of Shareholder Activism Published on Feb 24, 2016 Feb. 23 — Columbia Business School Professor Jeff Gramm, author of “Dear Chairman,” examines the history of shareholder activism and how the practice has evolved through the years. …
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The authors of Connect: How Companies Succeed by Engaging Radically with Society explain why organizations must look beyond corporate-social-responsibility initiatives to truly engage with consumers and communities.
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HSBC’s decision last week to keep its headquarters in London, after reports that it would leave the UK if the levy on bank liabilities were not lifted, will have been greeted with relief at the Treasury. However, there is good reason to think the Treasury got a bad deal, jeopardising financial safety for not very much in return.
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The bank created a seat specially for Tom Killalea, saying his expertise in security, innovation and customer experience will help as Capital One continues embedding data, design and software development into how the company works.
A federal judge denied the use of the All Writs Act, a law that federal authorities have cited in insisting on Apple’s help breaking into iPhones.
There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory amendments to the Delaware General Corporation Law (DGCL), decisions issued by the Delaware Supreme and Chancery Courts, and SEC interpretive guidance.
Bombardier CEO Alain Bellemare speaks about funding the $US5.4-billion CSeries, when it will pay off and taxpayer support in a Q&A
There is now at least one woman on the board of every single of the top 100 companies in the U.K., for the fist time in the history.
Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional investor expectations regarding governance practices have also changed significantly. The passage of the Jumpstart Our Business Startups Act in April 2012, which helped spur the initial public offering market, raised concerns among certain groups that new initial public offering (“IPO”) candidates would view certain of the accommodations available under the Act as a rationale to relax their governance practices and to rely on phase-in periods. [1] However, emerging growth companies, or EGCs, availing themselves of the JOBS Act’s Title I “IPO on-ramp” provisions generally have adopted rigorous governance policies and procedures.
Corruption is a global scourge, sometimes becoming so deeply ingrained in countries that combating it seems impossible. In January, Transparency International released its annual Corruption Perceptions Index, noting that the problem “remains a blight around the world”.
Overpaid CEOs - representative of what's wrong with America. I offer some reflections on this second As You Sew report and advice on how to Take Action.
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Bill Gates on unicorns | FT Business
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In 2014, the US IPO market had a record year. There were 229 companies headquartered in the United States that went public, which made up $55 billion
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On the eve of a blockbuster election year for political spending, more of America’s largest publicly traded companies are disclosing their corporate expenditures on politics and are starting to place restrictions on their political spending. These are key findings of the fifth annual CPA-Zicklin Index of Political Disclosure and Accountability that, for the first time, measures the transparency and accountability policies and practices of the entire S&P 500.
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