The Race to the Bottom: Corporate Governance

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Corporate Governance

The Race to the Bottom

A student-faculty collaboration discussing all areas of corporate governance including: methods for improving, the role of the Securities and Exchange Commission, the role of Delaware, and independent directors, impact of Sarbanes-Oxley.
By J Robert Brown Jr et al.

Post Frequency: 21.6/day

Last Entry: April 01, 2011 at 09:00:35

The Director Compensation Project: IBM

Posted on May 08, 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: McKesson Corporation

The Director Compensation Project: Citigroup

Posted on May 07, 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: Berkshire Hathaway

Posted on May 07, 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 2008'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...

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The Director Compensation Project: Valero Energy

Posted on May 06, 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...

Delaware Good Faith Decision Reassures Management

Posted on May 06, 2009
On March 25, 2009, the Delaware Supreme Court reassured directors and officers by reversing the Court of Chancery's Lyondell decision. Specifically, the higher court rejected the lower court's determination that 'unexplained inaction' in the context of a merger transaction permits a reasonable inference that directors may have consciously disregarded their fiduciary duties...

The Director Compensation Project: Bank of America Corporation

The Director Compensation Project: AT&T

Posted on May 05, 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: Hewlett-Packard

Director Compensation Project: ConocoPhillips

Posted on May 04, 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...

Churchill Files Motion for Reinstatement of Employment

Posted on May 04, 2009
Ward Churchill's attorneys filed their Motion for Reinstatement of Employment on May 1. The Motion lists six reasons why Churchill should be reinstated (quotations are taken from the Motion): 1. Reinstatement is the preferred remedy – 'Reinstatement is the preferred remedy, unless the employer has demonstrated such hostility that there is little or no hope that a working relationship would be possible...

Director Compensation Project: Ford

The Director Compensation Project: General Electric

Churchill Trial: CU's Motion for Judgment as a Matter of Law

Posted on May 04, 2009
CU has filed a motion to dismiss the unlawful termination claim on the basis that the Board of Regents are a constitutionally created—and therefore governmental—body which was acting in its quasi-judicial capacity, and is therefore immune from lawsuit...

Director Compensation Project: Chevron Corporation

Posted on May 03, 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: Wal-Mart

Posted on May 02, 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 Need for Broader Federal Preemption of Executive Compensation Decisions

Posted on May 01, 2009
We have long noted on this Blog that the Delaware model of corporate governance does not provide any meaningful limitations on executive compensation. We have likewise noted that while a number of federal reforms have been adopted, they have a limited horizon...

Director Compensation Project: ExxonMobil

Posted on May 01, 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...

2009 Director Compensation Project: Introduction

Posted on May 01, 2009
As part of this Blog's student-teacher format, The Race to the Bottom is bringing back the student developed Director Compensation Project. Over the next several weeks, this blog will post on director and executive compensation for all top 20 Fortune 100 companies for 2009...

The Director Compensation Project: 2009

Posted on May 01, 2009
Last year, we examined the compensation paid to directors of some top companies. The posts also included the executive compensation paid to the CEO. We have decided to repeat the project again this year. The Compensation Posts have mostly been written by students who only this semester joined the staff of the Blog...

Separating Chairman and CEO: The Shareholders of BofA Have Spoken

Posted on April 30, 2009
Kenneth Lewis was reelected to the board of Bank of America, apparently with around 67% of the votes cast. The same shareholders, however, also voted to separate the positions of chairman and CEO, as we suggested. It was a singular event. As the Journal noted, "[t]he vote marked the first time that a company in Standard & Poor's 500-stock index has been forced by shareholders to strip a CEO of chairman duties, according to RiskMetrics Group...

The Children's Investment Fund v. CSX:

Posted on April 30, 2009
We followed TCI's efforts to gain representation on the board of CSX. The case raised serious and complex issues about the concept of beneficial ownership, particularly for shares that are acquired by a counterparty as part of a hedge in a swap transaction...

Executive Compensation and the Best Interests of Shareholders

Posted on April 30, 2009
It seems that published reports suggest that Chrysler Financial (described as the financial arm to Chrysler) turned down additional bailout funds because of the limits on executive compensation. As the article noted: The official said Monday that the Treasury Department denied Chrysler Financial's request for more aid because some of its top 25 executives would not waive their rights to legal claims against the government and Chrysler Financial regarding new caps on executive compensation...

SEC v. Mark Cuban: Reply Brief of Mark Cuban Argues a Confidentiality Agreement does not Establish a Fiduciary Duty

Posted on April 29, 2009
On March 20, 2009, Mark Cuban filed a reply brief in support of a Motion to Dismiss ('the Reply') in the northern district of Texas – Dallas division. This filing is in response to the SEC's Law in Opposition to Mark Cuban's motion to dismiss. The Reply contends Cuban did not engage in inside trading when he sold his Mamma...

SEC v. Mark Cuban: Oral Argument Set for May 26, 2009

Posted on April 29, 2009
On April 16, 2009, Chief Judge Sidney Fitzwater filed an order granting Cuban's request for oral argument of his Motion to Dismiss. See also Memo in Support of Cuban's Motion to Dismiss. We discussed Cuban's Motion to Dismiss as well as the SEC's response in previous posts...

Citigroup, Bonuses, and the Obama Administration in the Hot Seat

Posted on April 29, 2009
Reports in the WSJ indicate that Citigroup is asking Timothy Geithener, the Secretary of the Treasury, for permission to pay certain employee bonuses. Some of the sought after bonuses would compensate employees in the financial institution's energy trading unit...

Corporate Governance, AIG and the Obama Administration: The Meaningless of Majority Vote Provisions

Posted on April 28, 2009
Imagine a shareholder who owns 80% of a company but can't get effective control of the board of directors. That would describe the situation in place now with respect to the government and AIG. How so? The federal government owns almost 80% of AIG's voting power...

Corporate Governance, the Obama Administration, and AIG: The Proper Way to Excercise Governance Rights

Posted on April 28, 2009
As the Obama administration finds itself owning large blocks of stock in public companies, the issue of governance becomes something of more immediate importance. Nowhere is it more important than with respect to AIG. Moreover, shareholders, particularly the unions, are seeking to test the Administration's mettle...

The North Dakota Publicly Trade Corporations Act: A Race to the Top?

Posted on April 27, 2009
We have commented on this Blog about the North Dakota Publicly Traded Corporations Act, an attempt by North Dakota to elevate the standards of corporate governance for public companies. Companies that incorporate under the Act must extend to shareholders rights rarely if ever in Delaware...

The SEC, Regime Change and Congress

Posted on April 27, 2009
It is a pleasure to watch some of the changes taking place at the Securities and Exchange Commission. With regime change at the top, a corporate governance agenda is quickly taking place. We expect to see an access proposal shortly (for a history of access, from the 1940s through the present, take a look at The SEC, Corporate Governance, and Shareholder Access to the Board Room)...

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