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Governance Insight Alert: Shareholder rights trends and 20 company events

Last week, on the eve of proxy and AGM season – the annual moment when companies are directly accountable to their shareholders – two important figures in the governance and investment world made noteworthy statements regarding shareholder rights and responsibilities. SEC Commissioner Daniel Gallagher, and to a lesser extent Delaware Supreme Court Chief Justice Leo […]

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Governance Insight Alert: TKA and 21 additional companies

Two examples from last week highlight the range of shareholder activist strategies and tactics. On this side of the Atlantic, we note that beleaguered chain-restaurant owner Darden cancelled its analyst and investor day scheduled for later this month, in the face of noisy operational and balance-sheet activism, together with proxy contest and special-meeting threats, from […]

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Governance Insight Alert: Apple and 20 other companies

The withdrawal of Carl Icahn’s shareholder proposal for an accelerated buyback program at Apple has placed shareholder activism in the spotlight this week. Icahn, who had recently increased his Apple stake by $500 million to over $4 billion, withdrew his proposal following Apple’s disclosure of “opportunistic” and “aggressive” share repurchases to the tune of $14 […]

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Governance Insight Alert: OMC and 19 other companies

On January 21, 2014, Omnicom Group Inc. (OMC) filed suit in the U.S. District Court to exclude a confidential-voting shareholder proposal from its 2014 proxy ballot. The target of the suit: John Chevedden, an active filer of governance-related shareholder resolutions for well over a decade. This is the third lawsuit filed by an issuer against […]

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WCSH: Bill Green talks with Bob Monks

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CSRwire Talkback: Is Doing Nothing The Same As Doing Bad?

By Bob Monks Part of the Citizens Disunited series. I’m a shareholder activist. By definition, that means being active in the companies in which I hold shares. I mean that for individuals who own stock directly and for trustee owners who work on behalf of beneficial owners. I’ve been trumpeting this issue for a long time […]

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Nell Minow Interviews Broc Romanek of The Corporate Counsel

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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Regulatory hurdles close doors of retail investor voting platform Moxy Vote

By Michelle Lamb — Senior Research Associate July 31 will be the last day of business for Moxy Vote, the online voting platform designed to help individual “retail” investors vote their shares. It was intended to level the playing field in the game of proxy voting – giving the small shareholder a quick, free means […]

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Shareholder Spring Comes to Japan… at least at Mizuho Financial Group

By Nicholas Benes - Representative Director of The Board Director Training Institute of Japan This is the second part of a two-part blog. The Power of “Reasonable Proposals”: Mizuho Financial Group The best example of the potential for a positive and constructive feedback loop arising from “eminently reasonable” shareholder proposals in Japan was set by Mizuho […]

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Shareholder Spring Comes to Japan… at least at Mizuho Financial Group

By Nicholas Benes – Representative Director of The Board Director Training Institute of Japan This is part one of a two-part blog posting by Mr. Benes about the Japanese shareholder spring and the latest surprise votes at the annual meeting of Mizuho Financial  2012 seems destined to go down in history as the year when “shareholder spring” […]

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“Shaping the Future” with the Council of Institutional Investors

The Washington D.C. spring meeting of the Council of Institutional Investors missed the cherry blossoms this year — they were unseasonably early this year and bloomed mid-March.  But it did not miss much else, with a full, illuminating, sometimes galvanizing series of presentations and meetings.  I was honored to be invited to speak to a […]

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MGM Resorts a Real Crapshoot

By Greg Ruel – Research Associate MGM Resorts International (MGM) is being added to our Risk List due to concerns regarding the quality of its board and compensation policy, its accounting transparency, and its business ethics. Most notably, the company’s key partner in Macau, China is Hong Kong businesswoman Pansy Ho. MGM has maintained a […]

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Yahoo!’s Dissident Shareholder Woes

By Beth Young – Senior Research Associate Yahoo, its efforts to sell its Asian assets reportedly stalled, is facing another challenge: Hedge fund Third Point is making good on its promise to put up dissident candidates for the company’s board.  In a February 14th 13-D filing (Third Point has not yet filed a proxy statement), […]

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HBS on Sustainability Culture

Kimberly Gladman, Director of Research and Risk Analytics In a working paper from Harvard Business School, Professors Bob Eccles, Ioannis Ioannou and George Serafeim provide fascinating new research on corporate sustainability.  The authors began by identifying companies that disclosed a set of environmental and social policies in 2003-2005.  They then conducted over 200 interviews with […]

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Not the News Corp News

By Paul Hodgson – CCO and Senior Research Associate An early entry in our Louis “I’m shocked… shocked to find that gambling is going on here” Renault Weekly Competition is the news that all News Corp’s directors were re-elected and that the management Say on Pay proposal was passed. The 8-K making this shocking announcement […]

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Successful Activism Dismantles US Takeover Defenses

By Beth Young – Senior Research Associate An analysis of 2011 shareholder proposals shows companies yielding to activist pressure on takeover defenses. Since 2009, the prevalence of classified boards and poison pills in the S&P 500 has declined; the number of companies that deny their shareholders the right to call a special meeting has also […]

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Professor Bainbridge is Right on 14-a-8

I have disagreed with Professor Stephen Bainbridge often in the past, so it is a particular pleasure to have an opportunity to side with him on his suggestion for a better approach to shareholder proposals, which must be included in the company's proxy statement if they meet certain criteria specified in Rule 14-a-8.  The current […]

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Shareholder Activism at Denny’s: No Grand Slam

UPDATE About two months ago, I blogged on how Denny’s had become a target of certain activist investors looking to right a fledging American franchise.  A proxy fight was mounted by The “Committee to Enhance Denny’s”, a group of investors who collectively account for about 6.5% of Denny’s common stock.  Fed up with Denny’s losing […]

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Jack Bogle on “The Silence of the Funds”

At the CFA Institute conference in Boston this morning, Jack Bogle spoke passionately of the need for institutional money mangers–most of whom, he says, now manage both mutual fund and pension assets–to increase their attention to corporate governance.  Decrying "the silence of the funds," he noted that no mutual fund company has ever filed a […]

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Enhancing Denny’s Three Directors At A Time

A group of activist investors are mounting a proxy fight against the national restaurant chain in an effort to shake up the board and company management. A group calling themselves the “committee to enhance Denny’s”, who collectively own 6.5% of Denny’s shares, are irked by more than just the lagging share price. Namely, that Denny’s […]

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