Corporate governance - Vigil

It’s management’s job, of course, to set company strategy. But board oversight is absolutely critical, and to really get it right, many boards could be even more involved. Directors see this, and many told me so in our conversations. Specifically, boards could spend more time analyzing strategic options that were considered and rejected—not just the path that was taken. They could look to competitive intelligence and widen the aperture beyond the short- and the medium term to focus on the long-term strategy.

After 10 years working on Toronto’s Bay Street, lawyer Ashlee Froese wanted something different. Although she was a partner at a leading mid-sized firm and had built a career in intellectual property law, she was disillusioned by the discrimination she both witnessed and experienced personally. 

Vista Equity Partners is taking a majority stake in sales engagement software company Salesloft Inc., the latest big transaction in a record year for private-equity tech investments.

The deal gives the Atlanta-based company a valuation of $2.3 billion, according to Chief Executive Kyle Porter.

Chief information officers, who helped enable the shift to remote work in the early days of the Covid-19 pandemic, are now working to revamp office space and processes to make the workplace more inclusive for the long haul.

Hybrid and remote work became more firmly entrenched in 2021 as the Delta and Omicron variants delayed plans for a broad return to the office, prompting executives to take steps to make sure the system is working for everyone.

Shareholder activists are often accused of having short investment horizons and thus pushing companies to increase their stock prices at the expense of long-term shareholder value (“short-termism”). These accusations have prompted extensive research on interventions by hedge funds. In a survey of thirty years of such research, Denes et al. (2017) nevertheless conclude that the issue is still not settled.

What is the role of corporate governance in ensuring that companies do not just green their activities, but invent new strategic models? And how can sustainable corporate governance help to foster the long-term existence of companies?

These two questions lay at the heart of the European Corporate Governance Conference 2021, an accompanying event to the Slovenian Presidency of the Council of the EU.

EVERY YEAR comes with its own unexpected twists for financial markets, but 2021 has been jam-packed with them. Here are some of the developments that took investors, companies and analysts most by surprise this year, and what they mean for 2022.

Sitting atop a haul of strong earnings, companies are planning to spend even more in 2022 on share buybacks and dividends, a trend finance executives don’t expect to slow despite a proposed 1% excise tax on repurchases.

Company directors are increasingly called to partner with executives, playing a high-stakes role in driving an enterprise’s strategy and leadership. Fortunately, many of them have extensive experience in running their own companies and are ready to contribute to a firm’s strategy and leadership

Nikola Corp. has agreed to pay $125 million to the U.S. Securities Exchange Commission to settle an investigation into allegedly misleading statements made by its founder and former executive chairman.

Representatives of the corporate bar have made “the sky is falling”type assertions, alleging that SLB 14L will allow a flood of inappropriate new shareholder proposals or even that it radically redefines the purpose of a corporation to demand socially conscious citizenship of corporations. These views are not well founded and largely ignore the serious legal concerns regarding the positions taken by the Staff since 2017.

Mergers and acquisitions hit a record in 2021, fueled by low interest rates, a surge in private-equity fundraising and companies’ efforts to respond to broader shifts in their industries. The total value of global M&A transactions through Dec. 21 was $5.7 trillion, up 64% from the same period a year before, according to Refinitiv, a data provider. The total number of deals, meanwhile, rose 22% during that period, to 59,748, Refinitiv said.

Cargo flights provided a solution this year for producers of consumer electronics, machine parts and toys that struggled to move goods along rails and through ports. Then the airports got clogged.

Blackstone Products is merging with a special-purpose acquisition company to go public in a combination that values the griddle maker at roughly $780 million, the companies said.

Shaw Communications Inc. increase chief executive officer Bradley Shaw saw his pay jump by millions of dollars in what could be the cable, telecom and wireless provider’s final full year as a public company.

Over the past several years, cybersecurity risk management has become top of mind for boards. And rightly so. Given the onslaught of ransomware attacks and data breaches that organizations experienced in recent years, board members have increasingly realized how vulnerable they are. 

This year, in particular, the public was directly impacted by ransomware attacks, from gasoline shortages, to meat supply, and even worse, hospitals and patients that rely on life-saving systems. The attacks reflected the continued expansion of cyber-physical systems — all of which present new challenges for organizations and opportunities for threat actors to exploit.

To achieve the full potential of the Rule in promoting demographically diverse boards of public companies that have a positive impact, the business community must understand exactly what the new rules mean and for whom.

Today, technology roadmaps are years ahead of where companies were planning to be at the beginning of 2020.

At the board level, this means that every board needs diverse technology expertise. The past few years have seen steady growth in this direction—and a growing body of data points to tech's increasing importance.

A former vice-president of Bombardier Transportation’s rail control solutions division is not guilty of aggravated bribery in connection with a business deal in Azerbaijan, a Swedish court ruled on Wednesday.

As the world will soon reflect on two full years of living through the COVID pandemic, the pace of shareholder-related class action settlements continue to bring significant recoveries back to harmed investors.

In fact, according to ISS Securities Class Action Services, 2021 U.S. class action settlements will outpace both 2019 and 2020 in terms of dollar amounts and quantity of settlements. (Note: 2021 numbers are preliminary – final calculations will be published in January 2022.)

The Canadian Coalition for Good Governance (CCGG) has released the 2021 edition of its Best Practices for Proxy Circular Disclosure. 

CCGG annually compiles examples of what it considers to be excellent disclosure by Canadian issuers in the areas of corporate governance and executive compensation. The examples are accompanied by brief explanations of the policies and principles of good corporate governance, which are further detailed in CCGG’s other publications.

Next year will mark the 20th anniversary of the passage of the Sarbanes-Oxley Act, federal legislation that has had an enormous—and mostly positive—impact on the integrity and reliability of companies, their financial statements, leadership and advisors. It sparked the corporate responsibility movement, which continues to impact corporate and leadership ethics and compliance with law. It remains one of the most consequential governance developments in history and serves as an important lesson for corporate officers, directors and their professional advisors.