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An overpowering CEO, sure… but an overpowering director?

By Michelle Lamb – Research Associate Here’s something we don’t hear about every day – a director overpowering the CEO to a company’s detriment?  In a Fortune article, William Cohan shed light on a serious power struggle at Merrill Lynch in the months leading up to its firesale to Bank of America. It lays the […]

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To be elected or not to be elected

 By Hoang Nguyen – Ratings Manager News Corporation held its annual general meeting on October 21, 2011 and a significant portion of outside shareholders have lost confidence in the controlling family. Approximately 35% of the votes cast last Friday were withheld from Deputy COO James R. Murdoch, 34% were withheld from former Deputy COO Lachlan […]

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Chelsea Clinton Joins IAC Board

By Kimberly Gladman, CFA, Ph.D., Director of Research and Risk Analytics The Wall St. Journal reported today that Chelsea Clinton has been appointed to the board of internet company IAC/InterActive, whose Chairman, Barry Diller, has been a supporter of campaigns by both her parents.  While this seems like a particularly blatant case of choosing a […]

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Yahoo!’s Independent Chairman fires CEO

By Paul Hodgson – CCO and Senior Research Associate The announcement yesterday that Yahoo!’s CEO Carol Bartz, who has only been with the company since 2009, was fired has a couple of different governance aspects, aspects that are at the forefront of GMI’s commentary and analysis, that are worth discussing. First, the Yahoo! board has […]

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New Director at News Corp. is Independent, But Busy

By Greg Ruel – Research Associate James Breyer, a Partner at venture capital firm Accel Partners, is expected to be elected to the board of News Corp. at its annual meeting in October. In addition to his day job at Accel, Mr. Breyer is a director at Dell Inc., presiding director at Wal-Mart Stores, Inc. […]

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Red Flagging Entertainment Directors

By Paul Hodgson – CCO and Senior Research Associate I can’t claim the whole of this idea myself, though it did start to fly with my suspicion that the Lehman board had an opera singer on it too, same as News Corp. But it was Susan Antilla from Bloomberg who suggested there might be an […]

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Grading directors by stock price

By Paul Hodgson – Chief Communications Officer In today’s Wall Street Journal, Joann Lublin, using research undertaken by GMI, has written and researched an article which highlights 12 directors who have served on the boards of at least two companies that have both outperformed their peers and the S&P 500 for at least the last […]

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Managing Corruption Risk

My latest column on Bnet is about corruption risk.   An international corruption trial in China imposed the death penalty (with a reprieve) on a China Mobile executive found to have taken bribes from Siemens. His colleague received a 15-year prison term. Siemens had already paid a record $1.6 billion in 2008 to settle U.S. and […]

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New FF post: Two Resources on Improving Boards

Check out Nell Minow's Founders' Forum post describing two new resources on improving corporate boards.  One is a new book aimed at CEOs – to persuade them to get the most out of the public company's most under-used asset, the board. The other a new study that provides a useful summary of best practice by […]

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This Week in Risky Business – The Non-Independent Huntsman Director and Florida Declassifies Boards

In my Bnet column, Risky Business, there was good news and bad news about public company boards. Shareholder initiatives lead to de-classified boards Working with the American Corporate Governance Institute (ACGI), headed by Harvard Law School professor Lucian Bebchuk, the Florida State Board of Administration and the Nathan Cummings Foundation have persuaded thirteen companies to […]

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Boards are getting older

It’s true, boards are getting older. Average and median ages for directors – according to GovernanceMetrics International research published recently in an article I wrote recently for Directors and Boards – have been increasing steadily since 2007. But that’s not all, as I say in my article, directors ages are also getting more diverse, with […]

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Who Can Fix Bank Boards?

I agree with Robert Pozen's diagnosis of the failures of bank boards in his WSJ op-ed.  But can't he do better in proposing a fix than suggesting intervention by regulators and activist investors?  In my latest Bnet column, I explain why the former head of Fidelity should look to his own company and its peers […]

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The Biggest, Baddest Villain in 2010 Movies: The American Corporation

On BNet, I write about why corporations are the go-to bad guys in movies, from the adorable "Despicable Me" (where the Bank of Evil was "formerly Lehman Brothers") to "Tron: Legacy" (where a shareholder has to replace the board of directors) and "The Other Guys," one of the year's silliest comedies, ends with a not-at-all-silly […]

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Martin Lipton on Boards and “Aspirational Best Practices”

Legendary counsel to corporate insiders Martin Lipton spoke to the NYSE and CEO Peer Forum about "The Future of the Board of Directors" and his remarks are now available on Harvard's Corporate Forum on Corporate Governance and Finance website.  Lipton continues to show his deftness at redefining the questions to fit his answers.  He says […]

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Director Resignations as a Risk Factor

Kevin LaCroix has an important piece in Directorship on unexpected director resignations as a leading indicator of risk.  It "increases the probability of a securities class action lawsuit filing by 31 percent to 35 percent, with the likelihood increasing as firm size increases; if a company’s stock and accounting performance were poor in the prior […]

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Board Chair Transition at Xerox: Woman to Woman

At Xerox Corporation’s annual shareholder meeting tomorrow, CEO Ursula Burns will take over the role of Chair of the Board from former CEO and current Chair, Anne Mulcahy. This is a unique and promising event – the transition of the roles of CEO and Chair of the Board moving from one woman to another at […]

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Time to Focus on the Goldman Board

Thanks to Dan Gerstein of Forbes for asking the right questions — who is the Goldman Sachs board and what were they thinking? [H]ow does the system ensure these high-paid overseers actually police their even higher-paid patrons? The consensus answer I heard from the corporate governance analysts and former federal prosecutors I polled: It doesn't […]

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New Chair at Bank of America

Bank of America’s board named a new Chairman this week – former du Pont Chairman and CEO, Charles O. Holliday Jr. Of course, the roles of CEO and Chair of the Board have been separated at Bank of America since shortly after last year’s annual meeting where shareholders loudly voiced their opinion on the issue.  […]

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A New Director for Goldman Sachs

Duff McDonald of Fortune reports that Goldman Sachs has announced a new addition to its board of directorsdesigned to respond to the "whiff of moral bankruptcy hanging about the place."  Replacing Rajat Gupta, alleged to have passed along insider information to his friend Raj Rajaratnam of The Galleon Group, will be former WalMart head H. […]

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SEC sues Goldman Sachs

It’s odd, there’s no specific mention in Goldman’s long nine-page shareholder letter of the particular CDOs set up with the help of the Paulson & Co hedge fund (no relation) (no, I’m serious, there is no relation between Hank and John Paulson, the founder of Paulson & Co). The letter does say: “Investors… came to […]

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