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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

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    • newCan a Public Company Effectively Opt Out of Rule 14a-8?
      For almost eighty years Rule 14a-8 has been an integral part of the regulatory landscape, serving as a widely used means of communication between securityholders and the companies in which they invest. While the rule has been not been without controv…
      - 7 hours ago, 30 Mar 20, 8:41am -
    • newQ4 2019 Equilar Gender Diversity Index
      For the ninth consecutive quarter, the Equilar Gender Diversity Index (GDI) has increased. With the percentage of women on the boards of Russell 3000 companies increasing from 20.9% in Q3 2019 to 21.5% in Q4 2019, the GDI is now 0.43, where 1.0 repre…
      - 7 hours ago, 30 Mar 20, 8:41am -
    • newThe “Market Exception” in Appraisal Statues
      Introduction: Public Shareholders and Appraisal Rights Appraisal is a right and a remedy. Available by statute in all states, appraisal provides dissenting shareholders the right to require the corporation to pay them the ‘fair value’ of their sh…
      - 7 hours ago, 30 Mar 20, 8:41am -
    • Ten Considerations for Boards of Directors
      The 2019 novel coronavirus (COVID-19) pandemic presents complex issues for corporations and their boards of directors to navigate. This briefing is intended to provide a high-level overview of the types of issues that boards of directors of both publ…
      - 1 day ago, 29 Mar 20, 10:13am -
    • M&A in Times of COVID-19
      COVID-19 may cause buyers and sellers to reassess valuations, adjust pricing mechanisms and implement new methodologies for interim operations and crisis response management at a target. Transaction participants should take steps to mitigate the pote…
      - 1 day ago, 29 Mar 20, 10:13am -
    • Non-U.S. Issuers Targeted in Securities Class Action Lawsuits Filed in the United States
      Introduction Companies headquartered or with principal places of business outside the United States (“non-U.S. issuers”) continue to be targets of securities class actions filed in the United States. Indeed, 2019 continued to see an uptick in the…
      - 1 day ago, 29 Mar 20, 10:12am -
    • Public Statement by Chairman Jay Clayton for FSOC Open Meeting
      The women and men of the SEC are focused on two overriding issues: (1) we are facing a national challenge—an unprecedented health and safety crisis that requires all Americans, for the sake of all Americans, to significantly change our daily behavi…
      - 2 days ago, 28 Mar 20, 10:05am -
    • Closing the Gender Pay Gap
      From Wall Street to the soccer pitch, public interest in addressing the gender pay gap is greater than ever. While the press covers the U.S. Women’s World Cup team’s struggles to earn equal pay for equal (or, rather, superior) work, ESG-focused i…
      - 2 days ago, 28 Mar 20, 10:04am -
    • Regulation and Investor Expectations: The UK 2020 AGM Season
      Executive Summary Ever since the financial crisis of 2008, the level of scrutiny on Boards of Directors and companies has grown, with the focus on corporate governance becoming particularly pronounced over the past five years. The 2018 iteration of t…
      - 2 days ago, 28 Mar 20, 10:04am -
    • The Crisis and the Activists and Raiders
      For the past two weeks a number of activists and takeover raiders have sought to take advantage of the COVID-19 crisis by launching attacks on companies they view as vulnerable. Unlike the bedrock American companies drained by the crisis, there is am…
      - 3 days ago, 27 Mar 20, 9:01am -

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