The queasy ‘Enron feeling’ that directors must never ignore | Financial Times

VEA Vice Chair Nell Minow is quoted in an article looking back on the 20th anniversary of the collapse of Enron. “Unquestionably, boards are sharper, more independent, more focused, and more engaged,” says Nell Minow, vice chair of ValueEdge Advisors and a longstanding critic of poor governance and campaigner for shareholder rights. Still, since 2001,…

Sock Puppet Ike Brannon Continues to Lie About Proxy Advisors

 As we have noted before, Ike Brannon likes to lie about proxy advisors while omitting any reference to his affiliation with the CEO-funded dark money efforts to limit investor access to the sole source of independent research on proxy issues. Note that his comments appear in the unedited commentary section of Forbes, barely above Qnon…

VEA Vice Chair on Motley Fool Money

VEA Vice Chair Nell Minow appeared on the Motley Fool Money podcast this week to talk about ESG, executive compensation, and must-see movies with Academy Awards potential.

Agenda – Audit Committees Question Climate Competency

Climate change has now become the issue of the 21st century. With the conclusion of COP26 in Glasgow, Scotland — bookended by India’s commitment to achieving net-zero emissions by 2070 and the historic U.S.-China agreement to reach the 1.5 C temperature goal outlined in the Paris Agreement — the three largest polluters in the world…

SEC.gov | SEC Proposes Rule Amendments to Proxy Rules Governing Proxy Voting Advice

The Securities and Exchange Commission today voted to propose amendments to its rules governing proxy voting advice.  The proposed amendments aim to address concerns expressed by investors and others that the current rules may impede and impair the timeliness and independence of proxy voting advice and subject proxy voting advice businesses to undue litigation risks…

SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections

The Securities and Exchange Commission today voted to adopt final rules requiring parties in a contested election to use universal proxy cards that include all director nominees presented for election at a shareholder meeting. The rule changes will give shareholders the ability to vote by proxy for their preferred combination of board candidates, similar to…

Bratton: Self-Dealing Transactions Are Not That Bad

The Fall 2021 issue of the American Bar Association’s scholarly journal, The Business Lawyer features an article by Professor William W. Bratton arguing that the “evolutionary erosion” theory that fiduciary obligation of corporate board members has been weakened over time does not apply to management self-dealing. He says that related party transactions involving the executives…