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Corporate Governance

  • Walgreens Boots Alliance: Proxy Vote
    Walgreens Boots Alliance (WBA), operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. Walgreens opposes giving shareholders more…
    - 11 Jan 18, 9:49am -
  • Speak Your Mind, Lose Your Job
    Speak Your Mind, Lose Your Job: The Challenge of Diversity at the Modern Corporations. That was the topic of another great program at Stanford Law sponsored by the Rock Center for Corporate Governance on December 5th. @StanfordLaw @StanfordRock Re…
    - 9 Jan 18, 10:09am -
  • Part 4 28th Annual SRI Conference
    Part 4 28th Annual SRI Conference in San Diego. Search #AllinForImpact on Twitter to see more posts. See Parts 1, 2, and 3. Yes, I know, this conference was held months ago but I’m still digesting… maybe until the next one. I could spend a produ…
    - 3 Jan 18, 11:08am -
  • NTRS Resolution: Victory or Defeat?
    The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been deni…
    - 1 Jan 18, 2:05pm -
  • Shared Ownership Can Address Unequal Economy
    How Shared Ownership Reforms Can Address Popular Anger about an Unequal Economy In May 2017, U.S. Senators Sanders, Leahy, Gillibrand, and Hassan introduced legislation intended to help workers become owners. Their bill calls for a national employee…
    - 28 Dec 17, 2:05pm -
  • CEO Incentives Boost Short-term But Destroy Long-Term Value
    CEO Incentives can boost short-term stock price but destroy long-term value, according to the two winning academic papers of the Investor Responsibility Research Center Institute (IRRCi) annual investor research competition. The winning academic rese…
    - 24 Dec 17, 3:55pm -
  • 2017 Tax Planning: As You Sow
    I noticed some 2017 Tax Planning advice from Blank Rome LLP and thought to alert readers.  On December 20, 2017, Congress passed its comprehensive tax reform bill, the Tax Cuts and Jobs Act (“the Act” or “the Bill”), which is expected to be…
    - 22 Dec 17, 4:42pm -
  • Maxine Waters Opposes HR 4015 Proxy Advisors
    HR 4015 Statement of Opposition HR 4015 was opposed yesterday by Congresswoman Maxine Waters (D-CA), Ranking Member of the Committee on Financial Services. She gave the following floor statement in opposition to HR 4015, a bill that would undermine s…
    - 21 Dec 17, 1:04pm -
  • Directors Forum 2018: Best Stakeholder Interactions
    Directors Forum 2018: Directors, Management & Shareholders in Dialogue brings together investors, directors and management to engage in open, off-the-record dialogue about today’s pressing governance issues. Speakers will put a spotlight on the esc…
    - 20 Dec 17, 10:07am -
  • CII Highlights Chinese VIE Corporate Structure Risk
    A new report from the Council of Institutional Investors (CII) underlines the risks posed to investors by a corporate structure called a variable interest entity (VIE). Sixty two percent of Chinese companies listed on U.S. stock exchanges use a VIE,…
    - 18 Dec 17, 9:55am -

FNO: Governance

Stanford University: Corp Governance

    The Board Blog

    The Conference Board

    The Economist: Corporate Governance

    Emergency Comeback
    Shorts Fix
    Dosha Pops
    In The Lights PR

    Harvard Law School: Corp Gov & Fin

    • newObservations on Clovis Oncology, Inc. Derivative Litigation
      On October 1, the Delaware Court of Chancery denied a motion to dismiss a Caremark claim in In re Clovis Oncology, Inc. Derivative Litigation. Under In re Caremark Int’l Inc. Deriv. Litig., 698 A.2d 959 (Del. Ch. 1996), directors have a duty to e…
      - 18 hours ago, 14 Oct 19, 8:47am -
    • Delaware Choice-of-Law Provisions in Restrictive Covenant Agreements
      It is well-settled that California has a strong public policy against the enforcement of restrictive covenants against employees. Because of this, there has been a recent trend where employers have sought to circumvent California’s public policy by…
      - 2 days ago, 13 Oct 19, 8:51am -
    • CEO Pay Growth and Total Shareholder Return
      One of the methodologies used to assess the reasonableness of CEO pay is a comparison of the growth rate in CEO pay with the company’s total shareholder return (TSR) over a period of time. TSR generally represents (a) the change in stock price of t…
      - 3 days ago, 12 Oct 19, 1:47am -
    • Recent Trends in Shareholder Activism
      Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is continually shifting, and…
      - 4 days ago, 11 Oct 19, 9:04am -
    • Naming and Shaming: Evidence from Event Studies
      A firm’s “reputation” reflects the expectations of its partners of the benefits of trading with it in the future. An announcement by a regulator that a firm has engaged in misconduct may be expected to impact negatively on trading parties’ (i…
      - 4 days ago, 11 Oct 19, 9:04am -
    • Weekly Roundup: October 4–10, 2019
      SEC Expansion of “Testing-the-Waters” Communications to All Issuers Posted by Michael Zeidel, Andrew J. Brady, and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Friday, October 4, 2019 Tags: Capital markets, Disclosure, IPOs, J…
      - 4 days ago, 11 Oct 19, 9:03am -
    • Predicting Long Term Success for Corporations and Investors Worldwide
      Through our research, FCLTGlobal aims to identify the key determinants of long-term success for companies and investors around the world. We then use this knowledge to encourage long-term behaviors across capital markets. This post focuses on predict…
      - 5 days ago, 10 Oct 19, 9:31am -
    • Corporate Control Across the World
      Understanding the driving forces and consequences of the various types of corporate control are core inquiries of corporate finance. While most economics and legal theory distinguishes between widely-held corporations with dispersed ownership and con…
      - 5 days ago, 10 Oct 19, 9:31am -
    • Virtual Shareholder Meetings in the U.S
      Key Findings While overall the share of virtual annual meetings among Russell 3000 firms has increased to 7.7 percent, the number of new adopters has decreased in each of the last two years. There does not seem to be a link between governance structu…
      - 5 days ago, 10 Oct 19, 9:31am -
    • Clear and Unambiguous Terms of Merger Agreement
      The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider contractual interpreta…
      - 6 days ago, 9 Oct 19, 9:05am -
    Shorts Fix

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