Corporate Governance

Director Compensation Project: 2009 Perquisites Comparison

Posted on May 25, 2009
As part of this Blog's student created Director Compensation Project, we have created a series tables on corporate compensation. Below is a table compiling some of the more infamous CEO perquisites. The chart covers the 2009 Fortune 100's top 20 companies, Wells Fargo, Goldman Sachs, and Chesapeake Energy Company...

Churchill Case: The Responses to Motions

Posted on May 24, 2009
Attorneys for CU and Churchill have filed responses to each other's motions, which we will summarize briefly:   Plaintiff's Response to Defendant's Motion for Judgment as a Matter of Law: Motion must be denied as quasi-judicial immunity only applies to individuals sued in their individual capacities and not governmental defendants...

Director Compensation Project: 2009 Compensation Comparison

Posted on May 23, 2009
Over the last several weeks, The Race to the Bottom has covered corporate compensation through its Director Compensation Project. In an effort to compile the mass of information, we are providing a series of charts to compare how these corporations are compensating their executives and directors...

Director Compensation Project: Chesapeake Energy Corporation

Posted on May 22, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 500 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

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Access: The Commission's Proposal (Introduction)

Posted on May 21, 2009
The Commission today voted to issue an access proposal (by a 3-2 vote).  The open meeting can be heard by webcast here.  A description of the proposal can be found here. Chairwoman Schapiro and Commissioners Walter and Aguilar were vigorous supporters of the proposal...

Access is Here: Proposed Rule 14a-11 and Amendments to 14a-8

Posted on May 21, 2009
Yesterday, Chairman Shapiro announced Proposed Exchange Act Rule 14a-11, to give shareholders access to management's proxy materials. The release, as well as the speech are available here. In her speech, Chairman Shapiro stated: 'This proposal represents nearly seven years of debate about whether the federal proxy rules should support — or stand in the way of — shareholders exercising their fundamental right to nominate directors...

Access: The Commission's Proposal (Some Thoughts)

Posted on May 21, 2009
The Commission, by a 3-2 vote, today approved a rule proposal that would provide shareholders with access to the company's proxy statement. There are a few interesting observations that can be made at this point. First, under Rule 14a-11, shareholders (the percentage is tiered based upon the size of the company) can nominate directors if they have held the requisite number of shares for one year...

The Director Compensation Project: Walgreens

Posted on May 20, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation.  We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements.  In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

The Director Compensation Project: Morgan Stanley

Posted on May 19, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

The Director Compensation Project: Boeing

Posted on May 19, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2008 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

Access and the New Regime: The Countdown Begins

Posted on May 19, 2009
My how a few months can change around the corporate governance agenda.  Under the prior regime, the SEC considered whether to give shareholders some access to the company's proxy statement for their nominees.  The proposal considered by the Commission was complicated and inefficient...

Director Compensation Project: Target

Posted on May 18, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

The Constitutionality of the PCAOB Goes to the Supreme Court

Posted on May 18, 2009
The Supreme Court has agreed to hear the case arguing against the constitutionality of the PCAOB.  The case raises issues about the limits that can be imposed on presidential removal authority for officials in the executive branch.  The PCAOB members can only be removed for cause by the Securities and Exchange Commission...

The Director Compensation Project: COSTCO

Posted on May 16, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation.  We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements.  In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

Wachtell, Lipton and the Opening Salvo Against the Shareholder Bill of Rights (Introduction)

Posted on May 15, 2009
Wachtell, Lipton is an outstanding and wealthy firm with a definite point of view in the corporate governance debate.  It is the firm that represents management.  In the takeover era, no one was better at fighting off unwanted overtures than Marty Lipton, the inventor of the poison pill, the devise that he, in conjunction with the Delaware courts, used to end hostile tender offers as a meaningful acquisition method...

Wachtell, Lipton and the Opening Salvo Against the Shareholder Bill of Rights (The Criticisms)

Posted on May 15, 2009
We are discussing the anticipated Shareholder Bill of Rights that willl be introduced soon by Senator Schumer and the arguments made by Wachtell Lipton for opposing the efforts.  The main argument is that the current crisis is the fault of shareholders and the legislation will make things worse by giving shareholders more authority...

Wachtell, Lipton and the Opening Salvo Against the Shareholder Bill of Rights (Short Termism)

Posted on May 15, 2009
Senator Schumer is about to introduce a Shareholder Bill of Rights.  As an opening salvo, Wachtell Lipton has gotten out front criticizing the efforts.  We are taking a bit of time to examine these criticisms. The legislation will apparently require public companies to implement say on pay, provide access (although in a way that ironically reduces rather than augments the Commission's authority in the area), separates the positions of chairman and CEO (and requires that it be filled with an independent director), eliminates staggered boards, require majority vote, and mandate some degree of risk assessment at the board level...

Shareholder Rights Act of 2009

Posted on May 14, 2009
We have finally found online a copy of the draft legislation that will be submitted next week by Senator Schumer, the Shareholder Rights Act of 2009.  We will post a copy at the DU Corporate Governance web site shortly. The legislation calls for say on pay, access, a majority vote requirement, the separation of chairman and CEO, and a required board committee to assess risk...

Director Compensation Project: Procter & Gamble

Posted on May 14, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

The Director Compensation Project: Marathon Oil

Posted on May 14, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation.  We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements.  In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

Director Compensation Project: Cardinal Health

Posted on May 13, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

Director Compensation Project: CVS Caremark Corporation

Posted on May 13, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

Counseling Boards in the Current Crisis: Rocky Mountain Securities Conference

Posted on May 13, 2009
The highlight of the day for me was the panel on counseling boards of directors, moderated by Cathy Krendl, including James Doty, John Olson, and Josiah Hatch. This panel covered a wealth of topics including fiduciary duties, mergers and acquisitions, deal protection devices, say on pay, disclosure, broker-dealer voting, and access...

Special Litigation Committee Report Supports Chiquita Motion to Dismiss

Posted on May 12, 2009
The Special Litigation Committee ('SLC') for the Chiquita Brands International, Inc. ('Chiquita') submitted its Report on September 25, 2008 along with its motion for dismissal ('Motion').  The Motion is based on the Report's factual allegations and argues, in essence, that the SLC has investigated the facts and determined in the exercise of its independent business judgment that dismissal of the claims in the derivative action is in the best interests of Chiquita...

Planned Initiatives for Division of Corporation Finance: Rocky Mountain Securities Conference

Posted on May 12, 2009
The second panel addressed important corporate governance issues such as executive compensation and shareholder access. Jeffrey Sherman of Holland & Hart moderated this panel including Acting Director of the Division of Corporation Finance Shelley Parratt, Holland & Hart partner Scott Berdan, and Jones & Keller partner Reid Godbolt...

SEC Enforcement Priorities: Rocky Mountain Securities Conference

Posted on May 12, 2009
The first panel of speakers included SEC Deputies of Enforcement George Curtis and Scott Friestad, moderated by Hogan & Hartson partner, Daniel Shea. First, Mr. Curtis and Mr. Friestad spoke about the SEC's attempt to streamline the Wells Process, indicating that at times this process can take as long, or longer than the actual investigation...

Nacchio v. US: An Update (The Race to the Bottom Makes an Appearance)

Posted on May 11, 2009
We are in the middle of the "director compensation project," a series of posts exclusively by students who show the amount of compensation paid to directors and the amount of compensation to the CEO (including perks).  Is there a relationship?  You decide...

41st Annual Rocky Mountain Securities Conference

Posted on May 11, 2009
On Friday, Denver hosted the 41st Annual Rocky Mountain Securities Conference. The event featured presentations from numerous SEC attorneys, including Commissioner Luis A. Aguilar and Acting Director of the Division of Corporate Finance Shelley E. Parratt as well as Denver locals Josiah Hatch and Cathy Krendl...

Nasdaq Listing Requirements Suspension Continued, Joined by NYSE

Posted on May 11, 2009
We wrote on Feb 4th that Nasdaq received an extension of its request to suspend the one dollar minimum listing standards until April 19th. That request has now been extended through July 19, 2009, and the NYSE filed a proposed rule to adopt a similar suspension until June 30...

The Director Compensation Project: JP Morgan

Posted on May 09, 2009
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2009's Fortune 100 and using information found in their 2009 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence...

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