Category Archives: Corporate Governance

Managing For The Long-Term

https://hbr.org/2017/05/managing-for-the-long-term The Error at the Heart of Corporate Leadership Joseph L. Bower Lynn S. Paine CONCLUSION The time has come to challenge the agency-­based model of corporate governance. Its mantra of maximizing shareholder value is distracting companies and their leaders … Continue reading

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Shareholder Activism

The attached article, Corporate Governance Update: Preparing for and Responding to Shareholder Activism in 2017, was published in the New York Law Journal on March 23, 2017 March 23, 2017 Corporate Governance Update: Preparing for and Responding to Shareholder Activism … Continue reading

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Mergers And Acquisitions

http://www.wlrk.com/webdocs/wlrknew/WLRKMemos/WLRK/WLRK.25472.17.pdf By Wachtell Lipton January 6, 2017 M&A activity in 2016 had a slow start and a strong finish, reaching $3.7 trillion globally, behind 2015, but the third-busiest year on record. Deals involving U.S. targets were strong at just under … Continue reading

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New Paradigm for Directors 2017

Some Thoughts for Boards of Directors in 2017 By Martin Lipton, Steven A. Rosenblum and Karessa L. Cain December 6, 2016 I. Introduction Some Thoughts for Boards of Directors in 2017 The evolution of corporate governance over the last three … Continue reading

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ISS’s 2017 Policy Survey Results

   October 4, 2016 ISS’s 2017 Policy Survey Results           Institutional Shareholder Services (ISS) recently published the results of its annual survey of investors and companies, which it uses to inform possible changes to its proxy voting policies. As issuers … Continue reading

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UK Parliament Begins Governance Inquiry

The Business Innovation and Skills Committee of Parliament has begun an inquiry into corporate governance.  It has invited comments on directors duties, executive pay and composition of boards with a list of questions in each category.           In announcing the … Continue reading

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Taking Short-Termism Seriously

September 12, 2016 In a recent blog post on the Conference Board Governance Center’s website, “Activists Are Not the Culprit:  So Don’t Shoot the Messenger,” Charles Nathan argues that criticism of short-termism is simultaneously misguided and hopeless.  We agree with … Continue reading

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Corporate Culture and the Role of Boards

July 22, 2016 Corporate Culture           The Financial Reporting Council has published a report on Corporate Culture and the Role of Boards that is as applicable to U.S. companies as it is to U.K. companies—indeed, it is applicable to all … Continue reading

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SEC Issues New Guidance on Non-GAAP Measures

May 20, 2016 The SEC Issues New Cautionary Guidance on Non-GAAP Financial Measures By Andrew R. Brownstein David A. Katz Edward J. Lee Sabastian V. Niles           This week, the SEC’s Division of Corporation Finance released updated Compliance and Disclosure Interpretations … Continue reading

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Questioning the ISS Study on the Impact of Board Leadership Structures on CEO Pay

By Lizanne Thomas, Jones Day •  ISS did not provide transparency into its backup information and data. • ISS seemingly overlooked the reality that a company’s performance has a more statistically significant impact on CEO pay than board leadership. • … Continue reading

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