Ex-Corporate Lawyer’s Idea: Rein In ‘Sociopaths’ in the Boardroom – The New York Times

We’re pleased that retired lawyer-turned novelist Jamie Gamble finally figured out that his corporate clients are “sociopaths” but believe he is creating a false dichotomy. Shareholder value does not require corporate officers and directors to ignore ethics and values; on the contrary. It is impossible to create long-term, sustainable shareholder value without scrupulous attention to…

A “Solution” That Will Make Things Worse

Professors Stephen M. Bainbridge and M. Todd Henderson acknowledge that boards of directors are not very effective, especially when the companies they are supposed to oversee are larger and more complex than any private organizations in history. But the solution they propose in their new book, Outsourcing the Board: How Board Service Providers Can Improve…

Billionaire Chairman’s Sons Are Cutting Deals With D.R. Horton – Bloomberg

VEA Vice Chair Nell Minow is quoted in an article about an insider transaction that raises some very significant conflict of interest concerns. Those are important details, said Nell Minow, the vice chairwoman of ValueEdge Advisors, which specializes in corporate governance. Before a public company approves a deal with fathers, sons or other related parties,…

Four Tesla directors to leave in governance overhaul | Financial Times

Tesla disclosed that four of its directors are to step down as part of a governance overhaul at the electric car maker, following criticism in recent months of the board’s failure to exert more control over chief executive Elon Musk. The shake-up was announced late on Friday, and came after the company’s new independent chairwoman,…

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…

More U.S. Companies Separating Chief Executive and Chairman Roles – WSJ

A push by corporate governance experts, shareholders and, in some cases, regulators to untangle the chairman and chief executive positions at U.S. public companies is gaining traction.The percentage of S&P 500 companies whose chief executives also serve as chairman reached 45.6% in 2018, compared with 48.7% the year before and the lowest percentage in at…