TheCorporateCounsel.net

Here are the latest survey results about lead directors:

1. Our board has a term limit for the Lead/Presiding Director:
– Yes – 20%
– No – 80%

2. The term limit length is:
– 2 years or less – 17%
– 3 years or less – 13%
– 5 years or less – 9%
– Only limited by director’s age – 61%

3. We rotate the Lead/Presiding Director role among independent directors:
– Yes – 26%
– No – 74%

4. When we rotate the role, we do it:
– More frequently than annually – 4%
– Annually – 4%
– No set schedule – 92%

5. Our Lead/Presiding Director receives additional director compensation:
– Yes – 84%
– No – 16%

6. In addition to having a Lead/Presiding Director, we have a non-independent board chair who is not the CEO:
– Yes – 11%
– No – 89%

Please take a moment to participate in this “Quick Survey on Exclusive Forum Bylaws,” “Quick Survey on Annual Meeting Conduct,” and “Quick Survey on Loan Prohibitions & Cashless Exercises.”

Understanding Hedge Fund Governance

Professor Houman Shadab recently published the first comprehensive academic analysis about the governance practices of hedge funds. Here is an excerpt:

“Hedge fund investors are not being systematically ripped off by managers. …. Investors have hedge fund managers on a much shorter leash than managers of public corporations and other types of investment funds. … The oversight role played by hedge fund directors is not substantial. Hedge fund investors are often better off with less transparency, higher fees, and less access to their capital. …. When the stock of public corporations rises by 1%, median CEO compensation rises by $200k, but for hedge fund managers, that number is $2 million.”

Liquidnet’s Approach to ATMs, Stock Buybacks & 10b5-1 Plans

In this podcast, Nicole Olson of Liquidnet explains how Liquidnet helps companies with their at-the-market offerings, stock buybacks and Rule 10b5-1 plans, including:

– For how long has Liquidnet been assisting companies with ATMs, buybacks and 10b5-1 sales?
– How does the matchmaking work between institutional buyers and companies raising capital with ATMs?
– What kind of companies are the best fit for an ATM and for Liquidnet?
– How do the buybacks work? Are companies obligated to exclusively work through Liquidnet?
– What precautions are built into your 10b5-1 plans to avoid negative media publicity?

– Broc Romanek