Henry Ford III Is Rising to Top of Dynasty in Deep Trouble

VEA Vice Chair Nell Minow is quoted about the corporate governance concerns relating to family control of Ford Mother Company. The arrangement once again came under scrutiny at the annual meeting. A shareholder proposal to strip the family of its special class of stock and go to a one-share, one-vote arrangement garnered 35% support, up…

Board of tech group Inex to step down amid governance row

Big corporations are in favor of activism and engagement when they are investors. The entire board of tech group Inex will step down following pressure from some of its leading members, including Google and BT Ireland, arising from a corporate governance row. In an email to members shortly before Christmas, the company confirmed that three…

AT&T Sneaks Away Voting Rights With Coercive Buyback/Exchange Offer

We’ve got a sense of deja vu here. Back in the early 80’s companies tried to get the NYSE to approve coercive exchange offers of non- or limited-voting stock with a slightly higher return for shares with voting rights. We note that there is already such a security available for anyone who wants to buy…

New Paper: Asset Management, Index Funds, and Theories of Corporate Control

Matthew J. Mallow’s new paper on index funds: This paper seeks to ground the debate around asset managers, index funds and corporate control firmly in the practical context of the operation and regulation of asset managers. Acting on be- half of clients, asset managers are incentivized to monitor companies for long-term performance. As minority shareholders,…

Larker and Tayan Re-Discover the Governance Wheel

Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear…

Interview With Ira Millstein — WSJ

One of the founding fathers and true visionaries of modern corporate governance is Ira Millstein. The WSJ asked him for his thoughts on the BRT’s stakeholder statement (he says it is not specific enough) and on the state of corporate governance today. An excerpt: In 1979, the Business Roundtable conducted a series of hearings and…

Do Corporate Governance Ratings change Investor Expectations? Evidence from Announcements by Institutional Shareholder Services | Review of Finance | Oxford Academic

Paul M Guest and Marco Nerino assess the impact of governance ratings. We continue to be very skeptical of any study focusing on the immediate impact of any particular information as being especially significant, but we believe this analysis is worth reviewing. This paper examines empirically the announcement effect of commercial corporate governance ratings on…