Warren, Carper, Baldwin, and Warner Form Corporate Governance Working Group to Fundamentally Reform the 21st Century American Economy

United States Senators Elizabeth Warren (D-Mass.), Tom Carper (D-Del.), Tammy Baldwin (D-Wis.) and Mark Warner (D-Va.) announced the formation of a working group to develop legislative proposals and conduct oversight focused on fundamentally reforming corporate governance. Over the last 30 years, corporate profits have surged while the portion shared with labor has declined, resulting in…

Senate Group Working on Corporate Governance Proposals

United States Senators Elizabeth Warren (D-Mass.), Tom Carper (D-Del.), Tammy Baldwin (D-Wis.) and Mark Warner (D-Va.) announced the formation of a working group to develop legislative proposals and conduct oversight focused on fundamentally reforming corporate governance. Over the last 30 years, corporate profits have surged while the portion shared with labor has declined, resulting in…

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…

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…