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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

    Dosha Pops
    Dosha Pops
    Dosha Pops
    Dosha Pops

    Harvard Law School: Corp Gov & Fin

    • newLazard’s Review of Shareholder Activism—2018 3Q YTD
      Key Observations on the Activist Environment through 3Q 2018 Record Level of Companies Targeted Activists targeted 174 companies in the first three quarters of 2018, surpassing 169 companies targeted in all of 2017 26% more campaigns initiated YTD ov…
      - 14 hours ago, 22 Oct 18, 9:09am -
    • newInsider Trading and the Integrity of Mandatory Disclosure
      For decades, two theories have shaped insider trading regulation. The first argues that insider trading should be prohibited because unequal access to information corrupts the integrity of markets. The second views trading on inside information as mi…
      - 14 hours ago, 22 Oct 18, 9:02am -
    • newA Watershed Development for “Material Adverse Effect” Clauses
      On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery determined conclusively for the first time that a buyer had validly terminated a merger agreement due to the occurrence of a “material adverse effect” (MAE).…
      - 14 hours ago, 22 Oct 18, 9:00am -
    • Cybersecurity Disclosure Benchmarking
      Boards, executives, investors, regulators and other governance stakeholders have expressed growing interest in understanding how companies guard against, plan for and respond to cybersecurity incidents. As cybersecurity threats evolve and risks becom…
      - 1 day ago, 21 Oct 18, 11:18am -
    • Reforming Director’s Long-Term Duties in the EU
      The European Commission has taken up the debate on the obligations of company directors and will be analysing if they should be clarified at an EU level. This commitment is included in their Action Plan on Sustainable Finance aimed at transforming Eu…
      - 3 days ago, 20 Oct 18, 9:17am -
    • Proxy Access Proposals
      In our fourth annual review of proxy access practices, we explore recent developments relating to adopt” and “fix-it” shareholder proposals, headline and key second-tier terms and amendments to adopted by-laws. Proxy Access—The March Forwar…
      - 4 days ago, 19 Oct 18, 9:09am -
    • Weekly Roundup: October 12-18, 2018
      Were Reports on the Demise of the Universal Proxy Premature? Posted by Cydney Posner, Cooley LLP, on Friday, October 12, 2018 Tags: Boards of Directors, Director nominations, Proxy contests, Proxy voting, SEC, Securities regulation, Sharehold…
      - 4 days ago, 19 Oct 18, 9:08am -
    • Making Sense of the Current ESG Landscape
      The question whether a public for-profit company can “do good” and make money at the same time has never been more relevant. Public companies are being bombarded with messages, requests and demands around “ESG”—environmental, social and gov…
      - 5 days ago, 18 Oct 18, 9:24am -
    • Revealing Corporate Financial Misreporting
      In our article, we examine how frequently firms restate when they materially misstate their financial statements using stock option backdating as the setting. After identifying firms that materially misstated earnings due to stock option backdating w…
      - 5 days ago, 18 Oct 18, 9:24am -
    • Mandated Gender Diversity for California Boards
      Corporations with a principal executive office in California that have shares listed on a major U.S. stock exchange will be required to have a minimum number of women on their boards of directors, under a bill signed into law on September 30, 2018, b…
      - 5 days ago, 18 Oct 18, 9:24am -
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