Tag Archives: Corporate Governance
Dodd-Frank Reflects ‘New Normal’–”Boards Are the Problem”
“We’re seeing a sea-change in the environment of shareholder empowerment,” said Holly Gregory, Weil Gotshal partner and governance expert. “The Dodd-Frank bill accelerates a fundamental change, a new normal in the balance of governance power. “ She went on to note that the eighth anniversary of Sarbanes Oxley, enacted during the aftermath of WorldCom and [...]
After 452, It’s Time for Creative Outreach to Shareholders
With the election of board directors too important to be considered routine, NYSE Rule 452 was amended to eliminate broker voting thereby removing typically management-friendly broker votes from director elections this year.
But if shareholder voting on the election of directors is viewed as a critical component of good governance, how do you get registered shareholders to [...]
The Power of an Individual Director
John Gillespie and David Zweig offer “solutions” to their indictment of corporate boards in their book, Money for Nothing: How the Failure of Corporate Boards is Ruining American Business and Costing Us Trillions. In addition to their recommendations to split the chairman/CEO role, to allow shareholders to call an extraordinary general meeting, add some clout to say-on-pay, [...]
CEOs Want Effective Governance, Too
Perhaps the most surprising element of John Gillespie and David Zweig’s book, Money for Nothing, How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions is the jailhouse interview with Dennis Kozlowski, who considers himself a victim of the times and a weak board. The authors conclude that the Tyco board [...]
Shareholders Have Governance Responsibilities
In the aftermath of the financial crisis, there have been many proposals, as well as new rules and regulations to prevent its recurrence. Was it a failure of rules and regulations? What about our current rules, particularly those that apply to the way corporations are run?
Well-known and respected governance attorney Holly Gregory led a group [...]
