The Conference Board Governance Center Blog

How Today’s Investors are Framing Conversations on Corporate Sustainability

Allie Rutherford — Wed, 24 Apr 2013 14:50:30 +0000

By Allie Rutherford, Leader, Corporate Governance Center, Ernst & Young Last week, Ernst & Young released a new report, How today’s investors are framing conversations on corporate sustainability. As the report shows, investors are continuing to demonstrate a strong interest in environmental and social (E+S) topics through the submission and support of shareholder proposals and through [...]

Time to Plan for July 1 Deadlines: Stock Exchange Independence Rules for Compensation Committees and Their Advisers

Jim Barrall — Mon, 22 Apr 2013 14:45:11 +0000

By Jim Barrall, Partner, Latham & Watkins LLP Now that most U.S. public companies have completed their 2013 proxy preparation work, it is time for them to prepare for two elements of the NYSE and Nasdaq rules on Compensation Committee and adviser independence , which become effective on July 1, 2013. By way of quick recap: in July 2010, Congress [...]

Paul Noble vs. AAR Corp: Another Important Company Victory in the Proxy Injunction Lawsuit Wars

Jim Barrall — Mon, 08 Apr 2013 02:59:45 +0000

By Jim Barrall, Partner, Latham & Watkins LLP Last Wednesday the U.S. District Court for the Northern District of Illinois issued its very important decision in Paul Noble vs. AAR Corp, et al., dismissing a shareholder plaintiff’s lawsuit which alleged that the directors of AAR Corp had violated their fiduciary duties to shareholders by not addressing certain questions [...]

Rethinking ‘Shareholder Value’, the Purpose of the Corporation, and the Role of the Board

David Langstaff — Wed, 27 Mar 2013 21:15:08 +0000

David H. Langstaff, President & CEO, TASC, Inc.; Chairman, Advisory Board, Aspen Institute Business & Society Program Note from the Blog Editors: This post is an edited version of the keynote comments that Mr. Langstaff gave at the March, 2013 Kellogg School of Management/Aspen Institute Business and Society Conference on Rethinking Shareholder Value. The full text of [...]

Important Questions About Activist Hedge Funds

Martin Lipton — Fri, 15 Mar 2013 20:40:50 +0000

By Marty Lipton, Partner, Wachtell, Lipton, Rosen & Katz Note from the Blog Editors: Last week on this blog we posted an article that favorably viewed the role of activists in the governance of public companies. This week we are posting an article questioning the value of activist involvement in the governance of public companies and will be [...]

Another Thing to Think About this Proxy Season: Don’t’ Forget the IRC Section 162(m) Proxy Lawsuits

Jim Barrall — Wed, 13 Mar 2013 11:17:08 +0000

By Jim Barrall, Partner, Latham & Watkins LLP In addition to thinking about the lawsuits seeking to enjoin 2013 say-on-pay, equity plan, and other shareholder votes (See my latest Conference Board Governance Center blog on these cases: An Important Company Victory in the Proxy Disclosure Litigation Wars), as companies draft equity and cash incentive plans and proxies for [...]

A Strategic Board Primer On All Things Social

Bob Zukis — Fri, 08 Mar 2013 14:34:44 +0000

by Bob Zukis, Senior Fellow, Governance Center, The Conference Board; Author, Social Inc. – Why Business is the Next Social Opportunity Worth Trillions You can’t turn around without running into news about social media, networking, or technology. But the strategic implications around what social is truly about for businesses have not been well articulated or understood. [...]

Debunking Myths About Activist Investors

Charles Nathan — Sun, 03 Mar 2013 16:41:21 +0000

By Chuck Nathan, Partner and Senior Advisor, RLM Finsbury Activist investing has become quite the rage in the equity marketplace. Activist investors are proliferating, and there is a marked inflow of new capital to this asset class. The discipline of activist investing is popping up in more conversations about the nature and role of equity [...]

Communicating and Engaging on Sustainability

Thomas Singer — Fri, 01 Mar 2013 13:19:46 +0000

By Thomas Singer, Researcher, Corporate Leadership, The Conference Board While corporate sustainability reporting is on the rise, much debate continues to exist around the specifics of reporting as well as corporate engagement with stakeholders on this topic. A new publication from The Conference Board brings together recent research from subject experts to help guide companies [...]

An Important Company Victory in the Proxy Disclosure Litigation Wars

Jim Barrall — Mon, 25 Feb 2013 02:25:01 +0000

By Jim Barrall, Partner, Latham & Watkins LLP In a very important development in the current proxy disclosure litigation wars relating to annual meeting votes, last Thursday the Santa Clara County Superior Court sustained Symantec Corporation’s demurrer in Natalie Gordon vs. Symantec Corporation, et al., dismissing a shareholder lawsuit which had sought declaratory relief and damages [...]