DOCSLIB.ORG

Protecting Shareholders and Enhancing Public Confidence by Improving Corporate Governance

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Protecting Shareholders and Enhancing Public Confidence by Improving Corporate Governance S. HRG. 111–315 PROTECTING SHAREHOLDERS AND ENHANCING PUBLIC CONFIDENCE BY IMPROVING COR- PORATE GOVERNANCE HEARING BEFORE THE SUBCOMMITTEE ON SECURITIES, INSURANCE, AND INVESTMENT OF THE COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS UNITED STATES SENATE ONE HUNDRED ELEVENTH CONGRESS FIRST SESSION ON EXAMINING THE IMPROVEMENT OF CORPORATE GOVERNANCE FOR THE PROTECTION OF SHAREHOLDERS AND THE ENHANCEMENT OF PUBLIC CONFIDENCE JULY 29, 2009 Printed for the use of the Committee on Banking, Housing, and Urban Affairs ( Available at: http://www.access.gpo.gov/congress/senate/senate05sh.html U.S. GOVERNMENT PRINTING OFFICE 55–479 PDF WASHINGTON : 2010 For sale by the Superintendent of Documents, U.S. Government Printing Office Internet: bookstore.gpo.gov Phone: toll free (866) 512–1800; DC area (202) 512–1800 Fax: (202) 512–2104 Mail: Stop IDCC, Washington, DC 20402–0001 COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS CHRISTOPHER J. DODD, Connecticut, Chairman TIM JOHNSON, South Dakota RICHARD C. SHELBY, Alabama JACK REED, Rhode Island ROBERT F. BENNETT, Utah CHARLES E. SCHUMER, New York JIM BUNNING, Kentucky EVAN BAYH, Indiana MIKE CRAPO, Idaho ROBERT MENENDEZ, New Jersey MEL MARTINEZ, Florida DANIEL K. AKAKA, Hawaii BOB CORKER, Tennessee SHERROD BROWN, Ohio JIM DEMINT, South Carolina JON TESTER, Montana DAVID VITTER, Louisiana HERB KOHL, Wisconsin MIKE JOHANNS, Nebraska MARK R. WARNER, Virginia KAY BAILEY HUTCHISON, Texas JEFF MERKLEY, Oregon MICHAEL F. BENNET, Colorado EDWARD SILVERMAN, Staff Director WILLIAM D. DUHNKE, Republican Staff Director DAWN RATLIFF, Chief Clerk DEVIN HARTLEY, Hearing Clerk SHELVIN SIMMONS, IT Director JIM CROWELL, Editor SUBCOMMITTEE ON SECURITIES, INSURANCE, AND INVESTMENT JACK REED, Rhode Island, Chairman JIM BUNNING, Kentucky, Ranking Republican Member TIM JOHNSON, South Dakota MEL MARTINEZ, Florida CHARLES E. SCHUMER, New York ROBERT F. BENNETT, Utah EVAN BAYH, Indiana MIKE CRAPO, Idaho ROBERT MENENDEZ, New Jersey DAVID VITTER, Louisiana DANIEL K. AKAKA, Hawaii MIKE JOHANNS, Nebraska SHERROD BROWN, Ohio BOB CORKER, Tennessee MARK R. WARNER, Virginia MICHAEL F. BENNET, Colorado CHRISTOPHER J. DODD, Connecticut KARA M. STEIN, Subcommittee Staff Director WILLIAM H. HENDERSON, Republican Subcommittee Staff Director DEAN V. SHAHINIAN, Senior Counsel BRIAN FILIPOWICH, Legislative Assistant RANDY FASNACHT, GAO Detailee HESTER PEIRCE, Republican Counsel WILLIAM HENDERSON, Republican Legislative Assistant (II) CONTENTS WEDNESDAY, JULY 29, 2009 Page Opening statement of Chairman Reed ................................................................... 1 Prepared statement .......................................................................................... 42 Opening statements, comments, or prepared statements of: Senator Bunning ............................................................................................... 2 Senator Schumer .............................................................................................. 3 WITNESSES Meredith B. Cross, Director, Division of Corporation Finance, Securities and Exchange Commission ......................................................................................... 6 Prepared statement .......................................................................................... 42 Responses to written questions of: Senator Bunning ....................................................................................... 230 John C. Coates IV, John F. Cogan, Jr., Professor of Law and Economics, Harvard Law School ............................................................................................ 8 Prepared statement .......................................................................................... 45 Responses to written questions of: Senator Bunning ....................................................................................... 232 Senator Vitter ............................................................................................ 234 Ann Yerger, Executive Director, Council of Institutional Investors .................... 9 Prepared statement .......................................................................................... 50 Responses to written questions of: Senator Bunning ....................................................................................... 235 Senator Vitter ............................................................................................ 239 John J. Castellani, President, Business Roundtable ............................................ 11 Prepared statement .......................................................................................... 127 Responses to written questions of: Senator Bunning ....................................................................................... 240 J.W. Verret, Assistant Professor of Law, George Mason University School of Law .................................................................................................................... 13 Prepared statement .......................................................................................... 224 Responses to written questions of: Senator Bunning ....................................................................................... 244 Senator Vitter ............................................................................................ 244 Richard C. Ferlauto, Director of Corporate Governance and Pension Invest- ment, American Federation of State, County, and Municipal Employees ...... 15 Prepared statement .......................................................................................... 225 Responses to written questions of: Senator Bunning ....................................................................................... 245 (III) PROTECTING SHAREHOLDERS AND ENHANC- ING PUBLIC CONFIDENCE BY IMPROVING CORPORATE GOVERNANCE WEDNESDAY, JULY 29, 2009 U.S. SENATE, SUBCOMMITTEE ON SECURITIES, INSURANCE, AND INVESTMENT, COMMITTEE ON BANKING, HOUSING, AND URBAN AFFAIRS, Washington, DC. The Subcommittee met at 2:35 p.m., in room SD–538, Dirksen Senate Office Building, Senator Jack Reed (Chairman of the Sub- committee) presiding. OPENING STATEMENT OF CHAIRMAN JACK REED Chairman REED. Let me call the hearing to order and welcome our witnesses. Thank you, ladies and gentlemen. We expect mo- mentarily that the Ranking Member will arrive, and I thank Sen- ator Corker and Senator Menendez for joining us. Today’s hearing will focus on corporate boardrooms and try to help us better understand the misaligned incentives that drove Wall Street executives to take harmful risks with the life savings and retirement income of so many people. This Subcommittee has held several hearings in recent months to focus on gaps in our fi- nancial regulatory system, including the largely unregulated mar- kets for over-the-counter derivatives, hedge funds, and other pri- vate investment pools. We have also examined problems that resulted from regulators simply failing to use the authority they had, such as our hearing in March that uncovered defective risk management systems at major financial institutions. But although regulators play a critical role in policing the mar- kets, they will always struggle to keep up with evolving and cut- ting-edge industries. Today’s hearing will examine how we can bet- ter empower shareholders to hold corporate boards accountable for their actions and make sure that executive pay and other incen- tives are used to help companies better focus on long-term perform- ance goals over day-to-day profits. In this latter regard, this is a timely hearing based on the action yesterday of the House Finan- cial Services Committee. Wall Street executives who pursued reckless products and activi- ties they did not understand brought our financial system to this crisis. Many of the boards that were supposed to look out for share- holders’ interests failed at this most basic of jobs. This hearing will (1) 2 help determine where the corporate governance structure is strong, where it needs improvement, and what role the Federal Govern- ment should play in this effort. I will ask our witnesses what the financial crisis has revealed about current laws and regulations surrounding corporate govern- ance, including executive compensation, board composition, election of directors and other proxy rules, and risk management. In par- ticular, we will discuss proposals to improve the quality of boards by increasing shareholder input into board membership and requir- ing annual election of and majority voting for each board member. We will also discuss requiring ‘‘say-on-pay,’’ or shareholder en- dorsements of executive compensation. We need to find ways to help public companies align their compensation practices with long- term shareholder value and for financial institutions overall firm safety and soundness. We also need to ensure that compensation committee members who play key roles in setting executive pay are appropriately independent from the firm managers that they are paying. Other key proposals would require public companies to create risk management activities on their boards and separate the chair and CEO positions to ensure that the CEO is held accountable by the board and an independent chair. I hope today’s hearing will allow us to examine these and other proposals and take needed steps to promote corporate responsive- ness to the interests of shareholders, and I welcome today’s wit- nesses and look forward to the testimony. Now let me recognize Senator
Load more

Recommended publications
  • Evidence from Uncontested Director Elections
    University of Pennsylvania ScholarlyCommons Accounting Papers Wharton Faculty Research 12-2009 Investor Perceptions of Board Performance: Evidence From Uncontested Director Elections Paul E. Fischer University of Pennsylvania Jeffery D. Gramlich Brian P. Miller Hal D. White Follow this and additional works at: https://repository.upenn.edu/accounting_papers Part of the Accounting Commons Recommended Citation Fischer, P. E., Gramlich, J. D., Miller, B. P., & White, H. D. (2009). Investor Perceptions of Board Performance: Evidence From Uncontested Director Elections. Journal of Accounting and Economics, 48 (2-3), 172-189. http://dx.doi.org/10.1016/j.jacceco.2009.09.002 This paper is posted at ScholarlyCommons. https://repository.upenn.edu/accounting_papers/127 For more information, please contact [email protected]. Investor Perceptions of Board Performance: Evidence From Uncontested Director Elections Abstract This paper provides evidence that uncontested director elections provide informative polls of investor perceptions regarding board performance. We find that higher (lower) otev approval is associated with lower (higher) stock price reactions to subsequent announcements of management turnovers. In addition, firms with low vote approval are more likely to experience CEO turnover, greater board turnover, lower CEO compensation, fewer and better-received acquisitions, and more and better-received divestitures in the future. These findings hold after controlling for other variables reflecting or determining investor perceptions, suggesting that elections not only inform as a summary statistic, but incrementally inform as well. Keywords performance measurement, corporate governance, corporate democracy, director elections Disciplines Accounting This journal article is available at ScholarlyCommons: https://repository.upenn.edu/accounting_papers/127 Investor Perceptions of Board Performance: Evidence from Uncontested Director Elections Paul E.
    [Show full text]
  • Luby's Shareholders Group Making a Move for Change
    Exclusive Reports From the October 27, 2000 SAN ANTONIO BUSINESS JOURNAL Luby's shareholders group making a move for changes Greg Jefferson A small group of shareholders is taking its ire over Luby's Inc.'s sagging stock price and declining financial performance to the cafeteria operator's annual meeting next January. Seven investors who met on the Yahoo! message board for Luby's and collectively own 1.9 percent of the company's common stock plan to run a slate of up to five candidates from their own ranks for the 12-member board of directors. The group filed a preliminary proxy with the U.S. Securities and Exchange Commission less than a week after Luby's officials delivered bad financial news on Oct. 11 about the fiscal year that ended Aug. 31. But the main organizer of the dissident group, which calls itself the Committee of Concerned Luby's Shareholders, insists the stockholders aren't looking solely at the bottom line. They want to see the beleaguered company restored to its status as a widely admired company, he says. "For many of us, it's more than a numbers thing -- it's an emotional thing. We want (Luby's) to be what it was," says Herbert Leslie Greenberg, a semi-retired business attorney in Culver City, Calif., and owner of 5,300 shares of Luby's stock. Luby's officials were not available for comment. The strategy Greenberg had been one of the investors calling for the ouster of president and CEO Barry J.C. Parker, who resigned under pressure on Sept.
    [Show full text]
  • Classified Boards, Firm Value, and Managerial Entrenchment
    ARTICLE IN PRESS Journal of Financial Economics 83 (2007) 501–529 www.elsevier.com/locate/jfec Classified boards, firm value, and managerial entrenchment$ Olubunmi Faleyeà College of Business Administration, Northeastern University, Boston, MA 02115, USA Received 20 July 2005; received in revised form 3 January 2006; accepted 16 January 2006 Available online 20 November 2006 Abstract This paper shows that classified boards destroy value by entrenching management and reducing director effectiveness. First, I show that classified boards are associated with a significant reduction in firm value and that this holds even among complex firms, although such firms are often regarded as most likely to benefit from staggered board elections. I then examine how classified boards entrench management by focusing on CEO turnover, executive compensation, proxy contests, and shareholder proposals. My results indicate that classified boards significantly insulate management from market discipline, thus suggesting that the observed reduction in value is due to managerial entrenchment and diminished board accountability. r 2006 Elsevier B.V. All rights reserved. JEL classification: G34 Keywords: Classified boards; Managerial entrenchment; Executive compensation $I am indebted to Tina Yang, Anand Venkateswaran, Kenneth Kim, Ashok Robin, Randall Morck, and an anonymous referee for their comments and suggestions, which have helped to improve the paper. I am also indebted to Dmitriy Strunkin for his assistance with the director turnover and board stability data. Research support from the Joseph G. Riesman Research Professorship and the David R. Klock Fund is gratefully acknowledged. An earlier version of the paper was titled ‘‘Classified boards and long-term value creation.’’ ÃCorresponding author. Tel.: +1 617 373 3712.
    [Show full text]
  • Politics, Banks, and Sub-Sovereign Debt: Unholy Trinity Or Divine Coincidence?
    A Service of Leibniz-Informationszentrum econstor Wirtschaft Leibniz Information Centre Make Your Publications Visible. zbw for Economics Koetter, Michael; Popov, Alexander Working Paper Politics, banks, and sub-sovereign debt: Unholy trinity or divine coincidence? ECB Working Paper, No. 2146 Provided in Cooperation with: European Central Bank (ECB) Suggested Citation: Koetter, Michael; Popov, Alexander (2018) : Politics, banks, and sub- sovereign debt: Unholy trinity or divine coincidence?, ECB Working Paper, No. 2146, ISBN 978-92-899-3251-6, European Central Bank (ECB), Frankfurt a. M., http://dx.doi.org/10.2866/700142 This Version is available at: http://hdl.handle.net/10419/183328 Standard-Nutzungsbedingungen: Terms of use: Die Dokumente auf EconStor dürfen zu eigenen wissenschaftlichen Documents in EconStor may be saved and copied for your Zwecken und zum Privatgebrauch gespeichert und kopiert werden. personal and scholarly purposes. Sie dürfen die Dokumente nicht für öffentliche oder kommerzielle You are not to copy documents for public or commercial Zwecke vervielfältigen, öffentlich ausstellen, öffentlich zugänglich purposes, to exhibit the documents publicly, to make them machen, vertreiben oder anderweitig nutzen. publicly available on the internet, or to distribute or otherwise use the documents in public. Sofern die Verfasser die Dokumente unter Open-Content-Lizenzen (insbesondere CC-Lizenzen) zur Verfügung gestellt haben sollten, If the documents have been made available under an Open gelten abweichend von diesen Nutzungsbedingungen die in der dort Content Licence (especially Creative Commons Licences), you genannten Lizenz gewährten Nutzungsrechte. may exercise further usage rights as specified in the indicated licence. www.econstor.eu Working Paper Series Michael Koetter, Alexander Popov Politics, banks, and sub-sovereign debt: unholy trinity or divine coincidence? No 2146 / April 2018 Disclaimer: This paper should not be reported as representing the views of the European Central Bank (ECB).
    [Show full text]
  • A Principled Path Toward Greater Worker Voice and Power Within American Corporate Governance
    University of Pennsylvania Carey Law School Penn Law: Legal Scholarship Repository Faculty Scholarship at Penn Law 2-24-2021 Lifting Labor’s Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance Leo E. Strine Jr. University of Pennsylvania Aneil Kovvali University of Chicago Oluwatomi O. Williams Wachtell, Lipton, Rosen & Katz Follow this and additional works at: https://scholarship.law.upenn.edu/faculty_scholarship Part of the Administrative Law Commons, Benefits and Compensation Commons, Business Law, Public Responsibility, and Ethics Commons, Business Organizations Law Commons, Collective Bargaining Commons, Comparative and Foreign Law Commons, Economic Policy Commons, International and Comparative Labor Relations Commons, Law and Economics Commons, Law and Society Commons, Organizational Behavior and Theory Commons, and the Policy Design, Analysis, and Evaluation Commons Repository Citation Strine, Leo E. Jr.; Kovvali, Aneil; and Williams, Oluwatomi O., "Lifting Labor’s Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance" (2021). Faculty Scholarship at Penn Law. 2256. https://scholarship.law.upenn.edu/faculty_scholarship/2256 This Article is brought to you for free and open access by Penn Law: Legal Scholarship Repository. It has been accepted for inclusion in Faculty Scholarship at Penn Law by an authorized administrator of Penn Law: Legal Scholarship Repository. For more information, please contact [email protected]. LIFTING LABOR’S VOICE: A PRINCIPLED PATH TOWARD GREATER WORKER VOICE AND POWER WITHIN AMERICAN CORPORATE GOVERNANCE Leo E. Strine, Jr.,* Aneil Kovvali** & Oluwatomi O. Williams*** In view of the decline in gain sharing by corporations with American workers over the last forty years, advocates for American workers have expressed growing interest in allowing workers to elect representatives to corporate boards.
    [Show full text]
  • De Wetenschap Der Politiek
    De wetenschap der politiek Bart Tromp bron Bart Tromp, De wetenschap der politiek. Amsterdam University Press, Amsterdam 2002 (4de druk) Zie voor verantwoording: http://www.dbnl.org/tekst/trom003wete02_01/colofon.php © 2018 dbnl / erven Bart Tromp V Woord vooraf bij de tweede druk Deze editie verschilt in verschillende opzichten van de eerste. Allereerst is een aantal storende zetfouten gecorrigeerd; daarnaast is de tekst op tal van plaatsen stilistisch verbeterd. In de tweede plaats zijn op tal van plaatsen grotere en kleinere inhoudelijke wijzigingen, aanvullingen en verdere voorbeelden aangebracht. Vele daarvan zijn geïnspireerd of gesuggereerd door collega's, die zo bereidwillig zijn geweest een of meer afzonderlijke hoofdstukken kritisch door te lezen. Ik zeg hen hierbij dank, ook al weet ik dat ik niet aan alle opmerkingen tegemoet ben gekomen: dr. R. Aya, dr. H. Pellikaan, dr. J. de Vries, prof. dr. H. Daalder, prof. dr. J.E. Ellemers, prof. dr. H.A. Wilke, dr. R.A. Koole, prof. dr. M.C. Brands en dr. J. Oversloot. Ook heb ik geprofiteerd van recensies op de eerste druk, met name van de zeer uitgebreide bespreking van prof. dr. A. Hoogerwerf in Acta Politica (4, 1993). De indeling van het boek heeft wijzigingen ondergaan. Het hoofdstuk over staatsvorming en politieke stelsels is in twee nieuwe opgegaan, en een geheel nieuw hoofdstuk - over de verzorgingsstaat - is toegevoegd. Mijn bijzondere dank gaat andermaal uit naar Richard 't Hart, Phia Koppers-van der Star en Jeanette Pols voor hun onmisbare werk bij het gereed en persklaar maken van dit boek. Bart Tromp Leiden, april 1995 Woord vooraf bij de derde druk Deze druk is, behoudens een aantal kleine correcties, gelijk aan de vorige.
    [Show full text]
  • 'Antitakeover' Amendments Common Stock Prices
    Journal of Financial Economics 11 (1983) 361-399. North-Holland Publishing Company AN EMPIRICAL INVESTIGATION OF THE IMPACT OF ‘ANTITAKEOVER’ AMENDMENTS ON COMMON STOCK PRICES Scott C. LINN* University of Iowa, Iowa City, IA 52240, USA John J. MCCONNELL* Purdue University, West Lafayette, IN 47907, USA Received October 1981, final version received June 1982 ‘Antitakeover’ amendments are amendments to a corporation’s charter that impede the ability of an ‘outsider’ to gain control of the firm. A number of individuals and institutions have objected to such amendments on the grounds that they are not in the best interests of the shareholders of the firms that adopt them. This paper employs event-time methodology to investigate the impact of antitakeover amendments on the common stock prices of firms that adopt them. The results indicate that the announcement of such amendments is associated with a positive revaluation of stock price. Contrary to the concerns of their critics, we conclude that antitakeover amendments are proposed by managers who seek to increase the value of the firm and are approved by stockholders who share that objective. 1. Introduction This study is an empirical investigation of the impact of ‘antitakeover’ amendments on the common stock prices of firms that adopt them. Antitakeover amendments are amendments to a corporation’s charter that make a takeover by an ‘outsider’ more difficult. The question of whether the announcement of information related to the proposal and adoption of antitakeover amendments results in an increase or decrease in the wealth of common stockholders is the major focus of this paper.
    [Show full text]
  • Problems of Minority Shareholders in Michigan Close Corporations* F
    WAYNE LAW REVIEW VOLUmz 14 PUBLISHED QUARTERLY NUMER 3 PROBLEMS OF MINORITY SHAREHOLDERS IN MICHIGAN CLOSE CORPORATIONS* F. HODGE O'NEA,' WALTER G. MOELING, IVj T HE kind of corporation Michigan lawyers most often deal with is the so-called "close" or "closely held" corporation. The close corporation has relatively few shareholders and its stock is not listed on an exchange or regularly dealt in by brokers. A close corporation is usually a small enterprise, although it need not be since the scope of operations and the number of employees are not determinative of whether a corporation is closely held. This article will discuss the spe- cial problems of this type of corporation and its shareholders and the impact of the Michigan General Corporation Act on these problems. In addition some of the powers and rights of minority shareholders in close corporations are discussed. Finally, methods of tailoring the corporate form of business to make it more serviceable in a closely held business enterprise are suggested. I DISTINCTIVE CHARACTERISTICS AND NEEDS OF CLOSE CORPORATIONS In a close corporation the shareholders usually live in the same geographical area, know each other well and are acquainted with each other's business skills. All or nearly all of them typically are active in the business as directors, officers or key personnel. They commonly think of themselves as "partners" and want the power that partners have to choose their future business associates. Employment by the corporation is often the sole or principal source of income for some or all of the shareholders. Thus, the typical shareholder in a close * This article is based on an address delivered by the senior author before the Corporation, Finance and Business Law Section of the Michigan Bar Association in Detroit on September 27, 1967.
    [Show full text]
  • The Supreme Court and the Political Branches: Democratic Theory and Practice*
    THE SUPREME COURT AND THE POLITICAL BRANCHES: DEMOCRATIC THEORY AND PRACTICE* JESSE H. CHOPERt I. THE CONFLICT BETWEEN MAJORITARIAN DEMOCRACY AND JUDICIAL REVIEW The reconciliation of judicial review with American rep- resentative democracy has been the subject of powerful debate since the early days of the Republic. Much of the controversy has been due to the large number of varied and often vague theories of "democracy" and to the absence of any clear consensus on its definition and that of other such highly abstract concepts as a "democratic society" and a "democratic political system." But certain critical elements are beyond reasonable dispute. Whether one looks to such classical theorists as Aristotle, Locke and Rousseau, or to such mainstays of American political thinking as Madison, Jefferson and Lincoln, majority rule has been con- sidered the keystone of a democratic political system in both theory and practice.' Effective majoritarianism in turn depends on the preservation of two fundamental rights of the individual, the right to vote and the right freely to express and exchange ideas. Although the nature of operating government permits neither right to be absolute and although complex questions exist as to their precise scope-such as the particular qualifications of those to whom the franchise is to be granted and the permissible restrictions on the freedoms of speech, press and association-the right of persons generally to vote rests at the heart of popular democracy and the intelligent exercise of the ballot demands robust free expression. In theory, the ma- * Copyright 1974 by Jesse H. Choper. This article is an adaptation of a chapter of a book in progress on the proper function of judicial review in respect to different categories of constitutional questions.
    [Show full text]
  • Board Matters Quarterly January 2017 2 Board Matters Quarterly | January 2017 January 2017 Board Matters Quarterly
    EY Center for Board Matters Board Matters Quarterly January 2017 2 Board Matters Quarterly | January 2017 January 2017 Board Matters Quarterly In this issue 04 Governance trends at Russell 2000 companies One size doesn’t fit all when it comes to governance practices. Our study found continued differences between Russell 2000 and S&P 500 governance practices. 06 IPO corporate governance then and now Are yesterday’s IPO companies prepared for today’s governance challenges? EY reviews how board composition and corporate governance practices change after an IPO. 12 Board committees evolve to address new challenges Some boards are adding committees to respond to changing boardroom needs and company circumstances. Our analysis of S&P 500 boards reveals five ways committee structures are changing. Board Matters Quarterly | January 2017 3 The study found continued differences between Russell 2000 Governance and S&P 500 governance practices. For example, Russell 2000 boards tend to have more independent board chairs, are trends at smaller and have fewer women directors. These and other insights about the governance practices of Russell 2000 and S&P 500 companies can help directors and Russell 2000 management of entities of all sizes benchmark their governance practices, identify areas for potential review and spotlight companies opportunities to enhance boardroom effectiveness. Key findings Corporate governance is a topic of Boards smaller, younger and less diverse: Board size has increasing interest to policymakers, remained steady, with Russell 2000 boards averaging 8 directors, compared with 11 for S&P 500 boards. The average investors and other stakeholders seeking age and tenure of directors remained similar for the S&P 500, greater transparency of board practices but Russell 2000 figures showed a slight decline, suggesting and oversight functions, enhanced perhaps more refreshment.
    [Show full text]
  • Twitter's Corporate Governance a Mixed
    Twitter’s Corporate Governance a Mixed Bag Wall Street Journal By Maxwell Murphy October 4, 2013 Corporate governance mavens have something to cheer and something to jeer following Twitter Inc.’s initial public offering filing late Thursday. Unlike rival Facebook Inc., Twitter didn’t split its equity into two classes of stock. Dual-class structures can let founders or other shareholders retain control of the company even when their ownership falls below 50% of the outstanding shares, typically by giving one class more votes per share. As CFO Journal wrote in February 2012, ahead of Facebook’s IPO, many hot Silicon Valley firms planning to go public have adopted dual stock classes, a trend inspired by Google Inc.’s 2004 IPO. As a result of opting against dual classes of stock, Twitter won’t be eligible for the so-called controlled-company exceptions that Facebook enjoys. Controlled companies aren’t required to maintain a majority of independent directors on the board, though some do, and their boards can eschew the compensation committees required at other companies. Because of its status, Facebook was able to appoint a board that raised eyebrows among governance watchers, as CFOJ noted after its IPO filing. But Twitter will have a so-called classified board, in which elections of its seven directors will be spread out over a three-year period. Critics of the practice, including many activist investors, say that such staggered elections entrench management and the board by preventing a complete board shakeup in any given year. Shareholders have put increasing pressure on companies to declassify their boards, with aid from Harvard Law School’s Shareholder Rights Project.
    [Show full text]
  • Corporation Law in England Ment) Rather Than to the Inherent Barrenness of My and America Subject
    THE UNIVERS'I' Of CHICAGO Volume 4 Spring Quarter • 1955 Number 3 This I believe to be unsound. The various state corpo­ ration laws are not codes in the true sense, though some of them are so described. Nor is the British Companies Act, despite its length and elaboration. All the statutes presuppose basic common law and equitable principles most of which are nowhere embodied in legislation. And these basic principles are derived from the same roots in our common heritage. Furthermore, the various corpora­ tion laws show striking similarities. That all this is so as regards the various states of the Union is recognized by your national law schools, which teach, not the corporate law of any particular state, but the general principles of American corporation law. That these principles are generally the same as those applying to English corpora­ tion law is the only ground on which the Harvard Law School could attempt to justify their temerity in bringing me, an English lawyer, to Harvard to teach American corporation law. In the course of this teaching (and learning) I have been struck by the basic similarities. But I have also been impressed by the divergencies. These divergencies are, I believe, of some interest and significance and worthy of study by the lawyers of both our countries. If I fail to Gower Professor convince you of this, it will, I think, be due to my own deficiencies (of which I am very conscious at this mo­ Corporation Law in England ment) rather than to the inherent barrenness of my and America subject.
    [Show full text]