November 10, 2011

The Appearance of Reality: Shareholders & Ownership

Bob Monks is one of the long-time warriors in the battle for corporate governance reform. Ever since creating ISS a long time ago, Bob has been on the front lines to get corporate governance even considered when the need for some type of market reform seemed necessary. That’s why I find his recent piece where he asks ” What does it mean to be a shareholder or owner in 2011?” so interesting. Under that umbrella question, he also asks these four questions:

1. What do owner and shareholder mean in regards to corporations and governance?

2. Can we lump all stock owners together or do we need multiple classes of stock to accommodate owners with different levels of interest and participation?

3. To whom does management owe fiduciary duty when considering the interest of owners? Does having one class of ownership work in management’s favor because it keeps shareholders from ever truly working together to enact change?

4. How can you have “shareholder responsibility” when there is no possibility of shareholders having a common interest and working together. Because there are today so many different classes and categories of shareholders – arbs, derivatives, borrowed stock, etc – that common purpose is impossible.

Bob really does seek feedback on these queries – please post a comment on his blog to weigh in…

Mailed: September-October Issue of The Corporate Counsel

The September-October issue of The Corporate Counsel was recently mailed to subscribers. This issue includes important practical guidance on:

– It’s the Most Wonderful Time of the Year–Gifts of Securities and Rule 144
– Loss Contingency Disclosures–The Latest Lessons from the Staff’s Comments
– Failure to Timely Report Board’s Say-on-Pay Frequency Determination– Inadvertence or Confusion with the 14a-8 Proviso?
– The Staff Gives Accredited Investor/QIB Relief–The Alaska Permanent Fund Interpretive Letter
– Revisiting the Disclosure/Filing Requirements for Non-Compensatory Agreements– It’s Not Just Materiality
– Time to Update Your Shelf Registration Statement (Again)?
– Policing Insiders’ Stock Transactions–FINRA’s New Anti-Spinning Rule
– More on Choice of Forum–ISS Weighs In
– Section 162(m) Disclosure/Say-on-Pay Lawsuits–Time to Revisit Your CD&A Disclosure?

Act Now: Get the “Rest of 2011 for Free” when you try a ’12 No-Risk Trial now.

DOL Issues Guidance on the Use of Electronic Media to Satisfy ERISA Disclosure Requirements

A while back, as noted in this press release, the DOL issued this technical release which sets forth an interim policy regarding the use of electronic media to satisfy ERISA disclosure requirements.

– Broc Romanek