The Conference Board Governance Center Blog

Jan
24
2014

Ten Corporate Governance Trends for 2014

By Richard Leblanc, Associate Professor, Law, Governance & Ethics, York University

We’re already well on our way into 2014, but for my first post on The Conference Board Governance Center Blog I am sharing  my ten key corporate governance trends for 2014.  Read the rest of this entry »

Jan
16
2014

The “Ignored” Third Dimension of Corporate Governance

By Joseph A. McCahery, Professor of International Economic Law, Tilburg University & Erik P.M. Vermeulen, Professor of Business and Financial Law, Tilburg University

The problem of the separation of ownership and control has always been central in the corporate governance debate. It is hard to overestimate the resources and research that policymakers and academics have devoted to better understand and manage the performance and risk associated with different ownership and control structures. In the main, two categories of structures (each with its specific benefits and problems) have been identified: (1) widely dispersed ownership and (2) controlling ownership. This short essay analyzes the practical and policy challenges presented by the ownership structures in relation to three dimensions of corporate governance (shareholder value, long-termism and sustainable growth). It is apparent that investors and other stakeholders appreciate diversity in ownership structures when it helps accelerate sustainable growth and value creation. Read the rest of this entry »

Jan
13
2014

Selected Issues for Boards of Directors in 2014

By Arthur Kohn, Partner, Cleary Gottlieb Steen & Hamilton

Over the past year, boards of directors continued to face increasing scrutiny from shareholders and regulators, and the consequences of failures became more serious in terms of regulatory enforcement, shareholder litigation and market reaction. We expect these trends to continue in 2014, and proactive board oversight and involvement will remain crucial in this challenging environment. This post is excerpted from Cleary’s January 7th Client Memo, Selected Issues for Board of Directors in 2014. Read the rest of this entry »

Jan
08
2014

Communications Challenges at the New Frontiers of Corporate Governance Activism

By Chuck Nathan, Partner and Senior Advisor, RLM Finsbury

The principal corporate governance campaigns of the past decade have reached a plateau in terms of both investor commitment and implementation. These governance issues (such as majority voting, de-classifying staggered boards, eliminating super-majority votes and executive compensation excesses) are not by any means going away. Indeed, there are concerted investor-led efforts to push favored corporate governance “best practices” down the corporate chain to mid-cap and small-cap companies. However, the activist community has clearly won the policy battles surrounding these governance principles, and their “sizzle” is dissipating. Read the rest of this entry »

Jan
02
2014

Governance Considerations in Setting Corporate Tax Policies

By Marcel Bucsescu, Assistant Director, Governance Center, The Conference Board

Last month, The Conference Board Governance Center, in collaboration with Cleary, Gottlieb, Steen & Hamilton, hosted its most recent Governance Watch webcast. This edition of Governance Watch focused on Governance Considerations in BEPS. “BEPS”, the acronym for “base erosion and profit shifting”, has come into the news in the last few years through high profile cases, police raids, government hearings, and international policy summits.

There are very real pressures on boards and management to manage corporate tax rates, particularly in high-tax jurisdictions such as the U.S. Yet shifting public sentiment and softening government balance sheets complicate matters for companies as scrutiny increases in this area. Read the rest of this entry »

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