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Corporate Governance Advisor back issues
Deepening insolvency: developments for directors.(BOARD DUTIES)
January 1, 2007... Deepening insolvency first appeared as a theory of damages. It rapidly expanded into an independent cause of action that threatened directors and officers of insolvent companies. Then, almost as rapidly, many courts abandoned it. Once seen as a potent plaintiff device for suits against...
In re Viacom: director independence takes center stage in executive pay lawsuit.(EXECUTIVE COMPENSATION)
January 1, 2007... The controversy over executive compensation, including the fiduciary role of directors in setting executive pay, has continued to be a focal point of intensive media and investor attention. As Securities and Exchange Commissioner Nazareth remarked upon the adoption by the Securities and...
Top ten practical tips for preparing the compensation discussion & analysis.(EXECUTIVE COMPENSATION)
January 1, 2007... Here are top ten tips for companies preparing the newly required Compensation Discussion & Analysis (the "CD&A") under the SEC's new executive compensation disclosure rules: 1. Start Early and Develop a Timeline. Preparing the CD&A will be an iterative process requiring numerous drafts...
The nuts and bolts of majority voting.(Corporate governance)
January 1, 2007... Over the past year, a significant number of public corporations have adopted some form of majority voting structure for director elections, largely through governance policies. In order to satisfy the demands of governance activists, many corporations are now considering the adoption of...
"Empty voting" and other fault lines undermining shareholder democracy: the new hunting ground for hedge funds.(INSTITUTIONAL INVESTORS)
January 1, 2007... The last 20 years have ushered in a new age of corporate governance that is focused on and grounded in the very powerful governance concept of shareholder democracy. Activist institutional investors and academics have united to promote a model of corporate governance that rests squarely on...