The Conference Board Governance Center Blog

Jun
10
2013

Lessons from the 2013 Proxy Season

By Marty Lipton, Partner, Wachtell, Lipton, Rosen & Katz, Karessa Cain, Partner, Wachtell, Lipton, Rosen & Katz, & Sabastian V. Niles, Counsel, Wachtell, Lipton, Rosen & Katz

1) Shareholder activism is growing at an increasing rate. No company is too big to become the target of an activist, and even companies with sterling corporate governance practices and positive share price performance, including outperformance of peers, may be targeted.

2) “Activist Hedge Fund” has become an asset class in which institutional investors are making substantial investments. In addition, even where institutional investors are not themselves limited partners in the activist hedge fund, several now maintain open and regular lines of communication with activists, including sharing potential “hit lists” of possible targets. Read the rest of this entry »

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Apr
22
2013

Time to Plan for July 1 Deadlines: Stock Exchange Independence Rules for Compensation Committees and Their Advisers

By Jim Barrall, Partner, Latham & Watkins LLP

Now that most U.S. public companies have completed their 2013 proxy preparation work, it is time for them to prepare for two elements of the NYSE and Nasdaq rules on Compensation Committee and adviser independence , which become effective on July 1, 2013. Read the rest of this entry »

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Apr
07
2013

Paul Noble vs. AAR Corp: Another Important Company Victory in the Proxy Injunction Lawsuit Wars

By Jim Barrall, Partner, Latham & Watkins LLP

Last Wednesday the U.S. District Court for the Northern District of Illinois issued its very important decision in Paul Noble vs. AAR Corp, et al., dismissing a shareholder plaintiff’s lawsuit which alleged that the directors of AAR Corp had violated their fiduciary duties to shareholders by not addressing certain questions in AAR’s 2012 proxy, which disclosures the plaintiff alleged were material to the company’s say-on-pay vote.  This decision follows another company victory on similar facts, Natalie Gordon vs. Symantec Corporation, et al., decided on February 21, but plows new legal ground that hopefully will influence how the courts handle other pending proxy disclosure lawsuits and deter the plaintiffs’ bar from filing new ones.  (See my February 24 post on the Symantec decision and on the other proxy vote disclosure litigation cases filed this and last proxy season.) Read the rest of this entry »

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Mar
27
2013

Rethinking ‘Shareholder Value’, the Purpose of the Corporation, and the Role of the Board

David H. Langstaff, President & CEO, TASC, Inc.; Chairman, Advisory Board, Aspen Institute Business & Society Program

Note from the Blog Editors: This post is an edited version of the keynote comments that Mr. Langstaff gave at the March, 2013 Kellogg School of Management/Aspen Institute Business and Society Conference on Rethinking Shareholder Value. The full text of the speech is available on the Aspen Institute Business & Society page. A video of Mr. Langstaff’s keynote is available on the conference website.

 

Introduction

This topic – rethinking ‘shareholder value’ and the purpose of the firm – is one which I have given a great deal of thought. It is almost where we need to start if we are to address some of the fundamental problems that are evident in society, and our capitalist system. I appreciate the opportunity to share my thoughts with you today, and hopefully, open a door to how we must move forward, and move the discussion from the theoretical to the practical, from ‘talk to action’. Read the rest of this entry »

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