Recently, corporate cultures—or, more particularly, serious lapses in same—have emerged as flashpoints at many businesses and even entire industries, often with significant negative press coverage and severe economic consequences. As a result, this new report from the National Association of Corporate Directors, The Report of the NACD Blue Ribbon Commission on Culture as a Corporate Asset, couldn’t be more timely. The report suggests that boards would be well-served by paying more attention to oversight of company culture—not just for scandal avoidance, but also “as a way to drive sustained success and long-term value creation.” A “healthy culture,” the report asserts, can serve as “a competitive differentiator.” The report includes a Toolkit with sample documents, questions and other useful materials.
Is a proxy contest preferable to a quick settlement with activists? Some institutional investors think so
by Cydney Posner The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late. Some observers have claimed, as argued in this NYT DealBook column, that the idea behind the financial […]
by Cydney Posner To date, for the most part, when it comes to shareholder activism, the heavy lifting has been done by hedge fund activists. Now, as discussed in this NYT DealBook column, institutional shareholders may be stepping out on their own.
by Cydney Posner In this article from Bloomberg, institutional investors and proxy advisory firms expressed their views on the value of the SEC’s new pay-ratio disclosure (which, for most companies, will not be reported until the 2018 proxy statement). (See this PubCo post and this Cooley Alert, SEC Adopts Final Pay-Ratio […]
by Cydney Posner Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length? Does responsibility for bloated proxy statements lie with legislators and regulators or must we practitioners (and may I include comp […]