So, this issues gets debated back and forth quite bit. On the one side are those that argue that LBOs are good corporate governance. The presence of debt and the high degree of equity ownership by managers pushes managers to improve efficiency and profitability...
If you are interested in the process of board oversight
over corporate risk management, here is a short paper that you must read from the National
Association of Corporate Directors.
First, let me sincerely compliment the NACD for
Over the last several months I took some time to look at
several Corporate Governance concepts that I found confusing or inapt. I
heard from a lot of you and there was some interesting discussion. What
are we to make of it? So many of the foundational...
By Kimberly Gladman, CFA, Ph.D.,
Director of Research and Risk Analytics
This week is an exciting one in the field of responsible
investment: it marks the launch of the Global
Sustainable Investment Association , a network linking the
v. Stephens, Delaware Supreme Court clarified the law, making clear that
corporate officers are subject to the same fiduciary duties as directors. Jack
Siegel's analysis of this decision provides best practices and lessons
Governance Insight Alert
Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger...
One frequently asked question is whether members of a corporate board’s audit committee face heightened liability exposures. Two recent SEC enforcement actions seem to underscore that audit committee chairs do face liability exposures. Though both...
I am sure most readers were as fascinated as I was by the allegations in the high profile case involving alleged hiring practices among some of the most prominent companies in Silicon Valley. The lawsuit asserted that the companies – including,...
The public release of the GMI
Risk List on October 12, 2011 raises the most critical question of
fiduciary responsibility. There has been extensive discussion of the
propriety of trustees' investing in index funds due to the probability that
The following is a link to a blog by Norman Marks-see
Norman's June 2 blog, Under-Performing Boards Seem to Abound, about a
recent McKinsey survey pertaining to board performance,
In recent months, commentators from across the political spectrum, largely in response to perceived excesses of activist investors, have called for changes to discourage “ short-termism ” – that is, the perceived excessive focus of businesses...
Section 1519 was passed as part of the Sarbanes-Oxley Act in the wake of Enron’s massive accounting fraud. The section was designed to fill a gap in the law by preventing corporate document-shredding to conceal evidence of financial wrong doing...
No surprise. The first derivative suit against HP
and its board of directors was filed in the Central District of California.
Here's the complaint: Espinoza
v. Leo Apotheker et al . It was filed on Wednesday - before Apotheker
was fired. So it's...
As the new year begins, we can't help but look forward
and wonder what 2012 has in store for corporate counsel. Many predictions have been
made regarding the top trends and issues we will see in corporate governance in
The following list...
Since the passage of Dodd-Frank, in the summer of 2010,
there has been a constant drumbeat from representatives of the corporate
community, particularly the Business Roundtable and the U.S. Chamber of
Commerce, regarding the need for an increased level...