Directors & Boards articles from September 2007

Directors & Boards archives from September 2007

What can we learn from private equity?(LETTER FROM THE CHAIRMAN)
September 22, 2007... The value of mergers and acquisitions has soared, up almost 50 percent from last year's record amount. An increasing number of these deals involve private equity (PE) firms. Over the past five years I have voted three times as a director to...

On golf and a road not taken.(EDITOR'S NOTE)
September 22, 2007... I think I lost out on a job one time because I didn't play golf. It was just as I was graduating from college in 1976. I was interviewing for an entry-level communications position. It was with a city-wide association of electricians and...

The thin edge of the wedge: 'say on pay' prompts a perusal of prerogatives and powers.(QUIDDITIES)
September 22, 2007... DIRECTORS & BOARDS readers likely have heard the catch-phrase "say on pay" (referring to an advisory vote by shareholders on executive comp). In a blistering late February 2007 memorandum, Martin Lipton of Wachtell Lipton attacked...

It's the cash flow, baby: the solution to excessive CEO comp ... as well as the basis of my personal investment strategy.(SUTTON'S LAWS)
September 22, 2007... AN ANGRY institutional shareholder voted against my reelection to a board last month. I squeaked back in, but this shows how explosive CEO compensation has become. And there is a solution. But first, let's analyze this incident. In...

The D & O insurance market is soft: what you can do to take advantage of changing market conditions.(D & O INSURANCE UPDATE)
September 22, 2007... GOOD NEWS for policyholders--nearly everyone in the D & O insurance business agrees that the market is soft. Premiums are down, capacity is up, and terms and conditions continue to improve. In short, it's a buyer's market. What does this...

Don't run from the 'Just for Feet' finding: it's not another Van Gorkom, but it is a strong reminder of how careful and attentive directors need to be.(LEGAL BRIEF)
September 22, 2007... IN 1985, THE Delaware Supreme Court decision in Smith v. Van Gorkom sent shockwaves through boardrooms. In that case, the court held that directors could be held personally liable for their boardroom activities if they were sufficiently...

The hybrid M & A deal: as Dean Foods demonstrates, this is a compelling way to obtain new technology and products with minimal capital risk.(BIG DEAL)
September 22, 2007... NO RISK, no reward is one of the oldest adages in business. This formulation of strategic risk was first expressed in written form by the Greek scholar Herodotus in 450 B.C. In the realm of corporate mergers and acquisitions, the challenge...

Will independence really matter? For mutual fund boards, the SEC should be focused on the drivers of shareholder value.(COMPETITIVE EDGE)
September 22, 2007... SINCE 2004, when it passed a rule that that all mutual funds appoint independent chairmen and a 75 percent independent board, the SEC has waged a battle with the fiercely oppositional U.S. Chamber of Commerce. To date, the rule has been...

A new glass ceiling in the boardroom? Representation of women on corporate boards seems to be stagnating. Here's why.(GUEST COLUMN)
September 22, 2007... DURING THE last 15 years, the number of women on the boards of U.S. companies has increased significantly. According to Catalyst, a nonprofit organization that tracks women in business, women held only 8.3 percent of the total directorships of...

A private equity approach to building a strong board: based on our experience in working with hundreds of management teams, here are six key strategies for fast-growing companies to create the optimal board.(BOARD COMPOSITION)
September 22, 2007... INDEPENDENT BOARDS can help companies at nearly every stage of development, as they provide a broader perspective, additional expertise, and critical fiduciary oversight. These boards are particularly important for companies in fast-changing...

New vibrancy for an old form of business; Today's gravitational pull to private ownership affirms the advantages of an enduring organizational structure: the mutual company.
September 22, 2007... AS MANY COMPANIES once again embrace the advantages offered by going private--focus on efficiency, ability to plan and invest for the long term, and, above all, a direct relationship with the owners and their value creation expectations--those...

Amassing your governance capital: getting on a corporate board is about who you know (network), how you conduct yourself (character), and what you bring to the table (expertise). Exercising leadership on nonprofit boards is a winning start to the process.
September 22, 2007... DENISE O'LEARY'S first governing experience was serving on the board of the YWCA of San Francisco, which she joined in 1985. Twenty-five years later, O'Leary, 49, serves on the boards of US Airways and other major publicly traded companies. At...

'Climate crisis' needn't mean corporate crisis: boards that want to be part of the solution can take steps right now to respond to a concern that is driving societal debate and investor attention.(ENVIRONMENTAL OVERSIGHT)
September 22, 2007... THE SUPREME COURT ruled in early April that climate change creates sufficiently imminent damage to warrant allowing lawsuits on the matter to be heard in federal court--a development that many newspapers headlined. Before that, Al Gore's film,...

Turbocharging your board assessment: have your performance evaluation initiatives run out of gas? Here is what some of the best boards are doing to rev up the value of this exercise.(DIRECTOR EVALUATION)
September 22, 2007... BOARD ASSESSMENTS are mandatory at all NYSE-listed companies. And many other organizations--even private companies and not-for-profit organizations--have also adopted this "best practice" of conducting an annual review of the performance of the...

D & O insurance lessons from 'just for Feet'; A classic disaster situation: not enough insurance, bankruptcy, and inability to indemnify the directors.
September 22, 2007... A RECENT $41.5 MILLION SETTLEMENT by five former outside directors of Just for Feet Inc. brings independent director liability back into the spotlight. Somewhat surprisingly, the size of the personal contributions in this case were...

Dos and don'ts for a board investigation: worried about renegade fellow directors in your midst acting without authority and seeking advantage? Proceed cautiously in your zeal to protect the company and yourself.(LIABILITY AND LITIGATION)
September 22, 2007... THE DUTY OF A DIRECTOR of any business is to protect the company and its shareholders' interests. The task involves discharging fiduciary obligations and complying with a potentially complicated set of laws, regulations, and corporate policies....

How to get the best out of a golf outing: take full advantage of the opportunities an event like this offers to develop relationships important to you and your business.(RELATIONSHIP MANAGEMENT)(Column)
September 22, 2007... AS THE DAUGHTER of an avid golfer, I grew up putting in plenty of hours on plenty of greens. Thanks to my dad, I was on a first-name basis with Jack, Arnold, and Fuzzy--we didn't know them, of course; we just invoked their power on tricky...

Book it: best bets for board reading; Leadership insights from a roundup of new books on such subjects as shareholder power, strategic risks, the mojo of Maslow, the new enforcement climate, and getting your 'buzz' on.(LEADERSHIP)
September 22, 2007... A frightening collision with investor power From Revolt in the Boardroom by Alan Murray. Copyright 2007 by the author. Published by Collins, a division of HarperCollins Publishers (www.harpercollins.com). SEVERAL MONTHS after the...

The role of the CEO in board selection: too much, or too little, involvement can be problematic. Here is a best-practices process for CEO input and participation in the search for a new board member.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)
September 22, 2007... HALF A DECADE after the radical reshaping of board structure, processes, and accountability mandated by Sarbanes-Oxley (SOX) and reflected in SEC rules, governance practices remain unsettled with regard to the CEO's role in board selection. The...

Directors Roster: a quarterly record of new director appointments.
September 22, 2007... THE DIRECTORS & BOARDS Directors Roster--a quarterly record of new director appointments--is compiled from public and private sources by the editorial staff of DIRECTORS & BOARDS and is sponsored by Heidrick & Struggles. Please forward your...

Company index.(DIRECTORS ROSTER)
September 22, 2007... 21st Century Holding Co. Abiomed Inc. Alnylam Pharmaceuticals Inc. American Tower Corp. BearingPoint Inc. Berkshire Hathaway Inc. Biogen Idec BioScrip Inc. Blackbaud Inc. Blackboard Inc. CA Inc....

Director index.(DIRECTORS ROSTER)
September 22, 2007... Adams, Mark, SPACEHAB Inc. Alexander, Mark A., Sequa Corp. Amon, Cristina H., MKS Instruments Aronin, Jeffrey S., Discover Financial Services Bartholomew, Carolyn, Kaiser Aluminum Blackwell, Jean S., United Stationers ...

'Directors, board of': the 'up' chapter; A gem of governance wit and wisdom, newly dusted off.(ENDNOTE)
September 22, 2007... Ed. Note: Robert Townsend's venerable management text, Up the Organization, returned to print in 2007 in a special edition. First published in 1970, the runaway bestseller galvanized the business world with the author's hard-slap directives for...