Category: Corporate Governance
Paper debunks seven board myths
by Cydney Posner In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure. The authors contend that these seven myths “are not substantiated by empirical evidence.”
When it comes to corporate social responsibility, do daughters make a difference?
by Cydney Posner I love the introduction to this article from The Washington Post: “Business school professors have a knack for finding some pretty bizarre links between the personal lives of CEOs and the professional results at the companies they run. Those who golf more than 22 times a year are linked with lower corporate […]
Corp Fin issues new SLB providing guidance on Rule 14a-8 exclusions for “conflicting proposals” and “ordinary business”
by Cydney Posner Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting proposals); and the scope and application of Rule 14a-8(i)(7) (the exclusion for ordinary business) in light of Trinity […]
SEC’s new “investor advocate” takes a stand on NYSE proposed rule change
by Cydney Posner Today, the new Investor Advocate, Rick Fleming, issued a statement regarding his “First Official Recommendation” to the SEC. What was that recommendation? He recommended that the SEC disapprove the NYSE’s proposed rule change that would exempt certain early stage companies from having to obtain shareholder approval before selling additional […]
A “public benefit corporation” takes the IPO plunge (updated)
by Cydney Posner As previously discussed on this blog, a few companies have gone public as “Certified B Corporations,” but now we apparently have the first company to file for its IPO as an actual Delaware “public benefit corporation” (PBC). Earlier this month, Laureate Education, Inc., a global network of […]
PwC 2015 board survey reveals increasing levels of shareholder communications and proactive steps to deter hedge fund activists
by Cydney Posner The recent PwC survey of almost 800 directors of public companies contains some interesting data on directors’ views of communications with hedge fund activist and institutional shareholders, as well as proactive approaches to mitigate the risk of an activist challenge. (For survey results regarding board diversity, see this […]
It’s deja vu all over again: House bill to repeal pay-ratio provision
by Cydney Posner On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one paragraph long, there was not too much to mark up. The […]
Boards still “pale, stale and male” after all these years. Could this be why?
by Cydney Posner PwC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about the value of having women on boards: 63% of female board members said that gender […]
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