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Corporate Governance Advisor articles from January 2006
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Corporate Governance Advisor archives from January 2006
Some thoughts for boards of directors in 2006.(BOARD OF DIRECTORS)
January 1, 2006... In 2006 three topics will dominate boardroom discussion: (a) executive compensation, (b) majority voting for election of directors and (c) the relative merits of short-term stock performance and long-term company value in the context of...
Navigating conflicts on boards of portfolio companies.(BOARD OF DIRECTORS)
January 1, 2006... There can be more potential for conflicts of interest in serving on the board of a portfolio company than one might think. Conflicts may arise involving different classes of stockholders. Conflicts also could arise involving separate...
The majority vote movement: how to handle majority vote shareholder proposals.(MAJORITY VOTE MOVEMENT)
January 1, 2006... In recent years, Rule 14a-8, the SEC's shareholder proposal rule has become an avenue by which shareholders--both individual and institutional--draw attention to major issues in corporate governance. (1) Many corporate governance issues have...
Delaware Court of Chancery confirms the standard for counting stockholder abstentions.(VOTING ISSUES)
January 1, 2006... Earlier this year, in the case of Licht v. Storage Technology Corp., (1) the Delaware Court of Chancery rejected a challenge to a widely-accepted expectation regarding the treatment of stockholder abstentions under Delaware law. The Court...
Interviewing company employees in internal investigations: navigating the minefield.(INTERNAL INVESTIGATIONS)
January 1, 2006... The Department of Justice and the Securities and Exchange Commission (SEC) have been raising the bar tbr companies seeking to cooperate with their investigations. Increasingly, the Department and the SEC have demanded that cooperation which...
Institutional investor recovery in class actions and SEC proceedings.(SHAREHOLDER RIGHTS)
January 1, 2006... Even without becoming a lead plaintiff in a securities class action, there are numerous "behind the scenes" activities an institutional investor should participate in to be certain it is fulfilling its fiduciary duties. This activity is...
