Does the rise of the “new insider” mean that it’s time for a board refreshment policy?
by Cydney Posner The term “board refreshment” may elicit some giggles – no, we’re not talking about shots of The Balvenie 50-Year Old Single Malt Scotch Whisky, Speyside, Scotland – but the topic of director tenure is increasingly becoming the focus of both academics and investors. Why? Don’t long-term directors contribute […]
Deadline for filing cert petition extended again in conflict minerals case
by Cydney Posner The Chief Justice has granted another extension of time for the SEC to file a petition for cert in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. The SEC now has until April 7, 2016 to file its petition.
Director resignation policies under fire
by Cydney Posner The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer — will be facing a shareholder proposal (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and policies regarding majority voting. The “plurality plus” model requires directors to […]
Is Section 162(m) just “a gnat on an elephant”?
by Cydney Posner According to an interesting article, “The Executive Pay Cap That Backfired,” by Allen Sloan, published in ProPublica on February 12, not only did tax code Section 162(m) not achieve its intended goal, it actually backfired – or at least led to a counter-intuitive result. But it did […]
Corp Fin Staff grants no-action relief allowing exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10)
by Cydney Posner Now that Corp Fin has issued Staff Legal Bulletin 14H providing guidance that, for most practical purposes, eliminates the availability of Rule 14a-8(i)(9) (see this PubCo post) to exclude shareholder proposals that conflict with management proposals, there has been substantial speculation about the contours of Rule 14a-8(i)(10), the exclusion for proposals […]
Does merit pay work?
by Cydney Posner Most employers in North America don’t think so, according to CFO.com, reporting on a new survey by the compensation consulting firm, Willis Towers Watson. The survey, conducted in the last quarter of 2015, was directed at 150 large and midsize U.S. and Canadian employers. The survey reached […]
Want to increase company performance? Increase the proportion of women in corporate leadership
by Cydney Posner So says a new study from the Peterson Institute for International Economics. The results suggest that the presence of women in corporate leadership positions may improve firm performance and that “the magnitudes of the correlations are not small.”
SEC’s Investor Advisory Committee takes on Nasdaq
by Cydney Posner At the January meeting of the SEC’s Investor Advisory Committee, two Nasdaq representatives made a presentation regarding the recent Solicitation of Comments by the Nasdaq Listing and Hearing Review Council, a standing independent advisory committee, regarding some of the Nasdaq shareholder approval rules. The reaction of the […]
BlackRock CEO asks companies to provide board-approved strategic framework for long-term value creation
by Cydney Posner While Laurence D. Fink, co-founder and chief executive of BlackRock, has been decrying short-termism for a number of years, in his 2016 corporate governance letter to CEOs, he takes his advocacy a step further. According to this DealBook column, the letter was sent to 500 chief executives late […]
SEC’s investor advocate echoes concerns of SEC’s Investor Advisory Committee on Nasdaq Solicitation of Comments
by Cydney Posner The SEC’s Investor Advocate has issued a letter to Nasdaq concerning Nasdaq’s Solicitation of Comments regarding certain Nasdaq shareholder approval rules. The comments largely echo the comments of the SEC’s Investor Advisory Committee, which were fundamentally skeptical of the Solicitation. (See this PubCo post.)