A Capitalist’s Solution to the Problem of Excessive Buybacks

VEA Vice Chair Nell Minow wrote about buybacks on the Harvard Law Forum on Corporate Governance and Financial Regulation:   We may not need a government solution to the issue of excessive corporate stock buybacks. We most certainly do not need the solution proposed by Senators Chuck Schumer and Bernie Sanders, requiring companies to adopt minimum…

CtW wants to put an employee on Google’s board – The Washington Post

CtW Investment Group, a group that works with union-sponsored pension funds, filed an unusual proposal late last year at Alphabet, Google’s parent company, that calls for the board to nominate a non-executive employee to be elected by investors as a director at next year’s annual meeting.If the proposal ends up on the company’s proxy this…

SEC Chairman Clayton: Statement on Shareholder Proposals Seeking to Require Mandatory Arbitration Bylaw Provisions

SEC Chairman Jay Clayton on a shareholder proposal to require mandatory arbitration of shareholder claims: A domestic, publicly-listed company has received a shareholder proposal that would require the company to take steps to adopt mandatory arbitration provisions. The company has asked the staff of the Division of Corporation Finance for informal guidance on whether the…

How Boards Can Reduce Corporate Misbehavior

Constance E. Bagley, Bruno CovaLee, and Lee D. Augsburger write: One defining feature of 2017 has been seeing corporate directors and officers being held personally responsible for illegal behavior at their companies. For example, after Wells Fargo Bank paid more than $300 million in penalties for creating over 3 million sham customer accounts, Judge Jon…

Investor Engagement and Activist Shareholder Strategies

A Deloitte survey of CFOs of US public companies conducted in 2015 identified the following trends. Our experience indicates these trends still hold true, and in some cases, they have intensified. Just under three-quarters of US public companies surveyed experienced shareholder activism, most often in the form of direct communication to management or the board….

Investing in the Environment

The direction of this year’s Davos talks point to a subtle yet material shift of responsibility for the environment from public to corporate spheres. The WEF has gone so far as to issue a manual on Climate Governance for Corporate Boards, suggesting that it is for boards to monitor and mitigate related risks. While the…

Upcoming Securities Cases at SCOTUS

This year’s Supreme Court term will have some important securities cases: A notice from Robbins Geller Rudman & Dowd notes: The U.S. Supreme Court is currently considering a wide range of issues in securities cases that are likely to impact investors’ ability to recover for losses caused by corporate wrongdoing. Specifically, the cases currently being…