Category: Corporate Governance
Agenda overload for audit committees?
by Cydney Posner In its 2015 Global Audit Committee Survey, KPMG found that audit committee members around the world had four key concerns: “economic and political uncertainty and volatility, regulation and the impact of public policy initiatives, operational risk, and cybersecurity.” Another growing concern, though, was agenda overload. According to […]
Glass Lewis expands on its views of proxy access proposals
by Cydney Posner At the end of last week, as discussed here, proxy advisory firm Glass Lewis told the WSJ that, in some circumstances, it may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal. That […]
Glass Lewis jumps into the fray on exclusion of shareholder proposals for proxy access
by Cydney Posner The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal, where that management proposal represents a “diluted alternative” for proxy […]
Kerfuffle over “conflicting proposal” exclusion: what does it mean for pending shareholder proposals?
by Cydney Posner As we described in our last post on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods Market, Inc., the SEC staff had granted the no-action request of Whole Foods, confirming that the company could omit McRitchie’s proposal from its proxy statement. That proposal would have […]
Nasdaq proposes to require disclosure of written denial of initial listing
by Cydney Posner At the end of last year, Nasdaq filed with the SEC a rule proposal that would require companies to disclose denial of listing applications. Under the proposal, a company that receives a written determination denying its application for listing must, within four business days, make a public, […]
Whole Foods proxy access saga continues
by Cydney Posner In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods. When we last tuned in, the SEC staff had granted the no-action request of Whole Foods Market, Inc., allowing the company to omit […]
Are we aligning pay to the wrong performance metrics?
by Cydney Posner As discussed in this article in Compliance Week, this report, “The Alignment Gap Between Creating Value, Performance Measurement, and Long-Term Incentive Design,” by Organizational Capital Partners and the Investor Responsibility Research Center Institute, contends that most companies are using the wrong metrics to align executive pay with performance. Rather […]
Chief Justice Strine: in praise of benefit corporations
by Cydney Posner In an interesting article In the Harvard Business Law Review, Chief Justice Strine of the Delaware Supreme Court makes clear his view that the concept promoted by some academics and other commentators that corporate directors are entitled to take into consideration the interests of constituencies other than shareholders […]
In case you missed it….
by Cydney Posner Here is a link to an excellent story in the Sunday NYT that takes a more in-depth look into the consequences of hedge fund activism –not just on the company, but also on the community where the business is located. As the author notes, the “tale of […]
Proxy access — is private ordering now taking front and center stage?
by Cydney Posner As reported by thecorporatecounsel.net blog, on December 1, the SEC staff granted the no-action request of Whole Foods Market, Inc., allowing the company to omit from its proxy statement a non-binding shareholder proposal to permit proxy access. The proposal was submitted by James McRitchie, who delegated all authority […]
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