Cybersecurity Tops Boards’ 2018 To-Do Lists

Cybersecurity will be the hottest topic for boards of directors this year, according to the latest annual list from law firm Akin Gump Strauss Hauer & Feld.The “winner” was not much of a surprise, given that 2017 was riddled with high-profile attacks, including those targeting Equifax, Uber, ...

By David McCann • Jan. 8, 2018

SEC Chairman Seeks Proxy Inquiry

Securities and Exchange Commission Chairman Jay Clayton wants to reopen an inquiry into the entire shareholder proxy process, including questions like “What are the costs and burdens of the proxy system on companies” as well as on shareholders, he says in the text of a presentation issued on Wedn...

By David Katz • Nov. 8, 2017

External Board Membership: Gains & Pains

Running finance at a large, publicly traded company is, of course, a big job that requires long hours. That means lots of time away from the family. There’s also hell to pay for mistakes like blowing a forecast or signing off on errant financials. The CEO, the board of directors, and Wall Street ...

By David McCann • Aug. 21, 2017

Ackman Presses for Strategy Changes at ADP

With a possible proxy fight looming, activist investor Bill Ackman unveiled a blueprint for a turnaround at ADP, saying the payroll processing giant could more than double its stock price in the next five years.Ackman’s Pershing Square Square Capital Management hedge fund owns 8.3% of ADP and he ...

By Matthew Heller • Aug. 17, 2017

Activist Sparks Upheaval at Buffalo Wild Wings

Buffalo Wild Wings said Friday that Chief Executive Officer Sally Smith, who built the company into a restaurant giant, will retire by the end of the year as an activist investor won three seats on its board.Shareholders at Buffalo Wild Wings’ annual meeting elected three of Marcato Capital Manag...

By Matthew Heller • June 2, 2017

‘Patch Act’ Seeks to Avert WannaCry-like Attacks

Companies could gain greater visibility into hidden cyber vulnerabilities like the one exploited in the recent massive “WannaCry” ransomware attack if the members of Congress who introduced the PATCH Act last week get their way. Introduced last week just days after the attack, which hit organizat...

By David Katz • May 22, 2017

Note to Directors: It’s Who You Know that Counts

In the wake of corporate financial scandals like those that transpired at Enron and WorldCom at the start of this century, companies began to boost the pay of directors in the hopes of finding sharp-eyed boards that could catch management criminals red-handed. In fact, research cited in a recent ...

By David Katz • March 27, 2017

The Growing Importance of Proxies

Proxy statements continue to grow more robust and evolve as a central vehicle for telling a public company’s story to its shareholders. Proxies are getting longer, providing more disclosure and greater detail, and adding graphics and other visual elements, all designed to improve transparency aro...

By David McCann • Feb. 10, 2017

Yahoo to Become ‘Altaba’ After Verizon Deal

Yahoo has announced it will change its name and shrink its board, with CEO Marissa Mayer stepping down as a director, after its $4.8 billion deal to sell its core internet business to Verizon closes.The remnant of Yahoo — consisting largely of its 15% stake in Chinese e-commerce company Alibaba a...

By Matthew Heller • Jan. 10, 2017

Post-Election Advice for CFOs: Keep Calm and Carry On

The close presidential election that resulted in Donald Trump’s unexpected victory over Hillary Clinton on Nov. 8 has plunged the country into uncertainty over the new administration. While uncertainty is the new normal for business, the 2016 election has unsettled many and created new challenges...

By Kristine Brands • Dec. 1, 2016

What Did Wells Fargo’s CEO Know?

Too often, companies get into trouble when their employee-performance incentive programs aren’t in sync with sound risk-governance practices. Employee fraud can be the result when an organization’s incentive program is stretched too far. Further, low-performing employees can end up taking drastic...

By John Bugalla and Kristina Narvaez • Sept. 16, 2016

House Blocks SEC’s Universal Proxy Ballot Plan

The House of Representatives has moved to stop the U.S. Securities and Exchange Commission from proposing a new rule that could make it easier for shareholders to vote for board members nominated by activist investors.The agency was expected in the coming weeks to propose allowing proxy voters to...

By Christopher Hosford • July 8, 2016

Viacom to Pay Costs of CEO’s Fight With Mogul

Tensions between Viacom and controlling shareholder Sumner Redstone escalated Friday after the media company disclosed it had agreed to pay for CEO Philippe Dauman’s costs in his legal fight against Redstone.According to a regulatory filing, the Viacom board entered into an indemnification agreem...

By Matthew Heller • June 17, 2016

Facebook Proposes Zuckerberg Succession Plan

Facebook’s board is planning for the succession of Mark Zuckerberg by proposing to strip him of his control of the company in the event that he steps down from management or is fired.In a regulatory filing, Facebook said it would ask shareholders at its annual general meeting on June 20 to vote o...

By Katie Kuehner-Hebert • June 6, 2016

IMF Urges Tougher Fight Against Corruption

The International Monetary Fund has called on governments to take vigorous steps to combat corruption, describing it is a major threat to macroeconomic stability.Ahead of an anti-corruption summit in London on Thursday, the IMF said in a white paper that transparency, a clear legal framework, a c...

By Matthew Heller • May 12, 2016

Yahoo Reaches Board Deal With Activist Fund

Yahoo said Wednesday it had reached an agreement with activist investor Starboard Value to add four members to its board including the hedge fund’s chief executive.The deal ends months of confrontation between Yahoo and Starboard and, according to The Wall Street Journal, paves the way for a sale...

By Katie Kuehner-Hebert • April 27, 2016

SEC Cracks Down on Vague Proxy Cards

The U.S. Securities and Exchange Commission has directed companies to avoid using vague language to describe shareholder proposals that management opposes.The agency on Tuesday clarified a rule that requires proxy cards to “clearly and impartially” describe the specific action to be voted upon, s...

By Katie Kuehner-Hebert • March 25, 2016

SEC Gives Boost to Investors in Proxy Battles

The U.S. Securities and Exchange Commission has narrowed the scope of a rule that allows companies to block shareholder proposals from coming to a vote, giving a boost to activist investors in corporate governance battles.Rule 14a-8(i)(9) says a company may exclude a proposal from a proxy ballot ...

By Matthew Heller • Oct. 23, 2015

Insiders Profiting During ‘8-K Trading Gap’

A regulatory loophole has created an opportunity for corporate insiders to make “meaningful” profits by trading in a public company’s stock before it discloses a significant event, a new study warns.Researchers at Columbia and Harvard universities analyzed nearly 43,000 insider purchases and sale...

By Matthew Heller • Sept. 16, 2015

Caesars Palace Fined $8M Over Compliance ‘Blind Spot’

Caesars Palace has agreed to pay $8 million to settle U.S. Treasury charges it had a “blind spot” in its compliance that created the potential for patrons of its private gaming salons to circumvent anti-money laundering controls.The private salons are reserved for the resort’s wealthiest clients,...

By Matthew Heller • Sept. 8, 2015

SEC Looking Into Universal Proxy Ballots

The U.S. Securities and Exchange Commission is working on new rules that could give activist investors an edge in contested board elections.Currently, shareholders who vote by proxy receive two sets of ballots, each featuring a rival slate of board candidates. Only those who physically attend ann...

By Katie Kuehner-Hebert • June 26, 2015

Risk Managers Seek Simpler Data-Breach Notification

Worried about reputation risks and the fines their companies could be hit with if they fail to properly notify regulators of a data breach, risk managers are pushing a Congressional bill that would streamline the current 47-state notification system under a single federal regulator.The bill, call...

By David Katz • June 3, 2015

SEC’s Proposed Comp Rules Are of Little Use, Attorneys Say

The Securities and Exchange Commission’s proposed new rules for the reporting of executive compensation by public companies, released Wednesday, put some questions on the table. Perhaps none is more to the point than simply: Why?Executive compensation experts who spoke with CFO were critical of t...

By David McCann • April 30, 2015

Quotas Aren’t Best Way to Get Women on Boards: Study

The use of quotas isn’t the most effective way to get more women to participate – and remain — on corporate boards, according to research presented Wednesday at BNY Mellon’s Womenomics conference and reported in The New York Times/Deal Book.More than quotas, greater indicators of women’s particip...

By Katie Kuehner-Hebert • April 8, 2015

Executives Forced to Own More Company Stock

Bowing to pressure from investors to make top executives more accountable for their performance, large companies are gradually requiring CEOs and CFOs to own more of their employer’s stock.In 2014, among the 90% of Fortune 500 companies that had stock-ownership guidelines, 92% had guidelines for ...

By David McCann • March 19, 2015