Broc Romanek of the comprehensive, insightful, and influential Corporate Counsel was kind enough to talk to me about his thoughts on “say on pay.” What have shareholders learned from two years of “Say on Pay?” It obviously will depend on each shareholder but the main lesson is how to manage the enormous logistical nightmare of [...]
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Nell Minow Interviews Broc Romanek of The Corporate Counsel
July 19, 2012 in Executive Pay, Executive Pay: Say on Pay, Proxy Access, Proxy Voting, Shareholder Activism
BRT and Chamber of Commerce Prevail on Proxy Access
July 22, 2011 in Proxy Access
By Paul Hodgson – Chief Communications Officer The U.S. Court of Appeals has agreed with the Business Roundtable and the Chamber of Commerce and has struck down the SEC’s proxy access rule. This is a major setback for good governance. U.S. Circuit Judge Douglas Ginsburg wrote for the three-judge panel: “The commission inconsistently and opportunistically [...]
Predictably, “Private Ordering” Does Not Give Shareholders Proxy Access
November 12, 2010 in Proxy Access
The excellent Race to the Bottom blog has a post by J. Robert Brown Jr. proving that, as predicted, "private ordering" does not give shareholders a meaningful opportunity to get companies to adopt proxy access. Private ordering is a term that means letting the market decide instead of imposing a regulatory standard. Remember when Delaware [...]
The Proxy Access Premium
October 25, 2010 in Proxy Access
Congress promises, the SEC delivers, and the courts take it away. The Chamber of Commerce and Business Roundtable promised to challenge the proxy access rule in court as soon as it was issued, and they came through, and the SEC has halted the application of the rules until the litigation is resolved. As the court [...]
A Real Conservative on Proxy Access
October 7, 2010 in Proxy Access
Thank goodness for Marty Robins who finally says what all political conservatives and other free market types should have been saying all along. In an excellent op-ed in the Huffington Post, Robins calls on his fellow conservatives to "do the right thing on proxy access." He says that the challenge to proxy access filed by [...]
Roundtable and Chamber Sore Losers
September 30, 2010 in Proxy Access
Somewhat predictably, as if swimming against the tide were second nature, the Business Roundtable and the US Chamber of Commerce have combined to launch a law suit to both block the SEC’s proposed rulemaking on proxy access and, as if that weren’t arrogant enough, to prevent any further attempts to introduce it in the future. [...]
Why Proxy Access Matters
August 26, 2010 in Proxy Access
Thanks to business, law, economics, and society blog, "The Conglomerate" for publishing my thoughts on the SEC's new proxy access rule: The SEC's new proxy access rule is a modest and most welcome step forward. The post Enron reforms addressed many of the concerns that led to the avalanche of business failures almost ten years [...]
Proxy access rools!
August 26, 2010 in Proxy Access
Well, they did it. In a 3-2 vote yesterday the SEC set on track proxy access for the 2011 proxy season. All shareholders need is a 3% stake for 3 years. How elegant. Republican SEC commissioners think it will give fringe groups too much power…. How many fringe groups do you know that could own [...]
Another Misguided Piece from Professor Bainbridge
July 29, 2010 in Proxy Access
Stephen M. Bainbridge, who has been consistently wrong about just about everything since his defense of excessive CEO compensation more than 20 years ago, continues his losing streak with a blog, to make ad hominem attacks on those who want to hold the managers of public corporations accountable, meet their obligations as fiduciaries, or legitimize [...]
Bebchuck Tells It on Proxy Access
June 21, 2010 in Proxy Access
Cheers to Harvard Professor Lucien Bebchuck for his stirring op-ed on proxy access. He makes the key points that this last-minute effort to gut the provision by imposing and insurmountable threshold (a) inserts (presumably corporate-authored) language to replace provisions where there was no conflict between the House and Senate versions so it was acceptable as [...]
Letter to Valerie Jarrett
June 18, 2010 in Proxy Access
Dear Ms. Jarrett, I was shocked today to hear that there are rumors that the White House is trying either to block proxy access or to raise the threshold necessary to initiate access to a level which even the largest funds cannot hope to reach. Given the administration’s explicit support of proxy access – one [...]
Shameful
June 17, 2010 in Proxy Access
The headline from the Huffington Post: White House Guts Reform To Protect CEO Pay What that means: Wall Street Uses Main Street's Money to Corrupt the Legislative Process and Perpetuate The System that Failed Us and Will Fail Again Did I mention that eight legislators are under investigation for conflicts of interest relating to fundraising [...]
Public Pension Plans Sign Letter on Governance Reforms
June 9, 2010 in Proxy Access
CalPERS and 20 other public pension funds have sent a letter to the two legislators responsible for assembling the final version of the financial reform package, Senator Chris Dodd and Representative Barney Frank, in support of corporate governance reforms. In particular, the letter says that the proxy access provision is "a critical component." Nell Minow – [...]