The mess at Paramount will be a business school case study for decades. The short version: three directors and the CEO have left as Shari Redstone is pushing for a complicated merger deal that benefits her over the other shareholders, despite a better offer for all shareholders from another group. That is several kinds of…
Category: boards
The Tesla Board Still Doesn’t Understand the Job
The well-known definition of insanity is doing the same thing and expecting a different result. The should-be well-known definition of a board that fails to meet any concept of independent judgment or fiduciary obligation to shareholders is Tesla. Facing criticism that it is overly beholden to Elon Musk, Tesla’s board of directors said on Wednesday…
Nell Minow on Musk and Peltz
VEA Vice Chair Nell Minow was quoted in the Wall Street Journal in response to Elon Musk’s support of Nelson Peltz’s attacks on Disney, “He’s willing to be the gadfly, he would not want anybody to be the gadfly in his orbit,” said Nell Minow, vice chair of ValueEdge Advisors and a Tesla investor. “If…
More on Boeing’s Board Failures
While some have been keen to frame Boeing’s problems as a consequence of its DEI (diversity, equity and inclusion) efforts, this argument is wildly unconvincing. What Boeing’s problems actually illustrate is that despite corporations adding more women and minorities to boards and C-suites over the past several years, conformity of thought and the strength of…
How “Independent” Can Directors Be?
From Therese Poletti in MarketWatch: Despite the many efforts to improve corporate governance at U.S. companies over the past two decades, many corporate boards are still comprised of a clubby group of directors who are independent in title only. … Directors are generally classified as independent if they are not an executive of, or employed…
COSO and NACD Plan Governance Guidelines
The Committee of Sponsoring Organizations of the Treadway Commission (COSO), in collaboration with the National Association of Corporate Directors (NACD), has issued a Request for Proposal (RFP) to develop a Corporate Governance Framework (CGF). While other governance frameworks and standards exist worldwide, there is currently no authoritative guidance in the United States. COSO is broadly…
Elon Musk’s “Unfathomable” $56 Billion Pay Package Thrown Out by Delaware Judge
A Delaware judge on Tuesday ruled that Elon Musk’s record-breaking $56 billion Tesla pay package could be tossed, calling the compensation granted by the EV maker’s board “an unfathomable sum” that was unfair to shareholders. Shares of Tesla dropped about 3% in extended trade.The ruling may sweep away the largest pay package in corporate America….
VEA Vice Chair Nell Minow on the “Bad” Boeing Board
VEA Vice Chair Nell Minow is quoted in this Fortune newsletter about Boeing. We note that in addition, Presidential candidate Nikki Haley made large subsidies to Boeing as Governor before she served on the Boeing board. While on the board, she helped Boeing hide its political spending and was responsible for “a frightening tale of…
Major Conflicts of Interest In AI Companies
VEA Vice Chair Nell Minow is quoted in Fortune on the conflicts of interest tech board members have over competing AI firms. Microsoft’s big AI push centers on its Copilot “AI companions”, but board member and Greylock Partners venture capitalist Reid Hoffman last year co-founded Inflection AI, which makes a rival personal assistant called Pi. Inflection is…
Directors Getting Bearish?
A director confidence survey by Diligent Institute shows corporate directors increasingly expecting a recession, with a 15 percent drop in optimism levels. Directors polled said despite healthy economic indicators and continuously strong demand, for most sectors, the number of uncertainties in the current environment is making it nearly impossible to tell what’s around the corner—and…
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