From
The Corporate Library - This Week's News
The leading source for
current news in the field of corporate governance.
Comments of Robert A.G. Monks with reference to "A Consultation Document from the Company Law review Steering Group"
A speech delivered at Cambridge University, July, 1996.
A summary of the current issues and activities by activist shareholders.
A discussion of the obstacles to effective and appropriate shareholder litigation, description of past abuses, and comments on the then pending legislative proposals.
The strategies of activist investors like the LENS fund, including how target companies are selected and the range of shareholder initiatives that we consider, the influence of institutional investors, including public and private pension funds, how best to predict how and where they will exert their influence next, and how to use their techniques for increasing value.
Ownership-based governance is both the best guarantee of pension plan value over the long term, it is also the best guarantee of corporate competitiveness and productivity and of a strong enconomy. In order to make this possible, it may be necessary to limit pension fiduciaries to special purpose institutions, who will not have the commercial conflicts of interest that have been an obstacle to effective oversight in the past.
An outline of corporate governance -- its scope, its history and suggestions for improving its effectiveness in the United States.
A case study of the two year shareholder activist program that led to the break-up of Sears.
The time has come for a critical review of Japan's corporate governance. The solution is not to adopt the American market for control but it is important to have a resource for accountability and legitimacy. A Japanese Corporate Governance Association could monitor corporate performance, protect the rights of shareholders, and act as a liaison with related government offices.
Ultimately, all institutional investors, including 40 Act managers, should consider share ownership rights a valuable asset that can and should be exercised to preserve and enhance value. It makes money, it is required by fiduciary duty, it increases competition, and it prevents other institutions from controlling the results.
Corporations are governed by two sets of laws -- the laws enacted by legislatures and the laws of the marketplace. Managers have been effective at getting the former to protect against the latter; the solution is empowered owners, made possible through structures that minimize collective choice obstacles and create appropriate incentives.
A detailed survey of all of the models for shareholder involvement in corporate governance.
Gadflies add value. The market values a company with effective governance provisions, accountable management, and active shareholders more highly than one without. By using the proxy process to implement these provisions, a gadfly realizes value for all shareholders. And these changes do not happen without the influence of shareholders; management won't implement such provisions by themselves since their own self-interest favors entrenchment.
The subjection of the largest block of investment capital to a fiduciary standard designed for a small fragment of the market has left mainstream companies overcapitalized and emerging companies undercapitalized. We need to address and surmount the collective choice problems to make these investors play a role will be in the long-term interests of our economy.
Effective monitoring adds value. While we have made progress, that has led to strong opposition from the business community.
While institutional investors are large enough to monitor portfolio companies, conflicts of interest have made them hesitant to do so; what we need is accountability for the fund fiduciaries and structures to make monitoring economic and effective.
Asking for support in the first-ever proxy contest for one seat on a corporate board.
Includes discussion of the first successful shareholder effort to block a management proxy proposal, at Honeywell.
Proxy contests have been made all but impossible by state law and collapse of financing; shareholders best alternative to ensure that management acts in their interest is to focus on: protection of the essential characteristics of the stock itself (the vote, transferability, etc.), ensuring a process to review real and apparent conflicts of interest for the management or directors, selection of the board, and regular review of the company's legal domicile.
The importance of good corporate governance in a global economy; as corporations become impervious to local standards (through co-option or relocation of legal domicile) accountability to investors becomes even more important.
Recommending that companies with a structure promoting accountability (for example, making ineligible for further board service a director who has served during the time the company violated the law) receive lighter sentences.
The notion that directors owe shareholders maximum value over the long term is the best guarantee of productivity and competitiveness.
From
The Corporate Library - This Week's News
The leading source for
current news in the field of corporate governance.
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