California Law Mandating Women Directors Is Challenged

It has been a surprisingly strong catalyst to nudge boards to add more female directors. But now, California’s first-in-the-nation law that mandates women on boards is facing a critical court challenge.The libertarian group Pacific Legal Foundation recently filed a federal lawsuit, saying Califor...

By David McCann • Nov. 25, 2019

Clorox Links Executive Pay to Sustainability

Clorox has unveiled a new strategy for “profitable, sustainable and responsible growth” that includes tying the compensation of its CEO, CFO and other executives to meeting environmental, social and governance (ESG) goals.Under its IGNITE strategy, the consumer products company is aiming to, amon...

By Matthew Heller • Oct. 3, 2019

Performance-Based Pay Comes Under Fire

The Council of Institutional Investors this month overhauled its policy on executive compensation, urging public companies to dial back the complexity of their pay plans and set longer periods for measuring performance for incentive awards.While acknowledging that boards of directors need to tail...

By David McCann • Sept. 25, 2019

How to Fend Off Risks Related to Human Trafficking

The Grant & Eisenhofer ESG Institute, a global policy group, on Monday filed a petition asking U.S. Customs and Border Control to ban U.S. importation of palm oil and its derivatives produced by FGV, a Malaysian producer.The petition contends that FGV has exploited foreign migrant workers, so...

By David McCann • June 24, 2019

The Activist Investor: A CFO’s Unlikely Ally

Activist investors are not new to large company CFOs. Even those executives whose organizations have never been the target of an activist campaign are familiar with the stories of the clash of wills that can occur. While activist investors traditionally have been viewed as destructive to an or...

By Chris Ruggeri • March 7, 2019

Tesla Adds ‘Big Believer’ Larry Ellison to Board

Tesla announced on Friday it added Oracle co-founder Larry Ellison to its board as an independent director, describing him as a “big believer” in its sustainable energy mission.Ellison’s appointment follows a settlement with the U.S. Securities and Exchange Commission of allegations Tesla CEO Elo...

By Matthew Heller • Dec. 28, 2018

Top Issues for Boards Heading Into 2019

It’s hardly a secret that corporate boards of directors are under heightened pressure these days, compared with the traditional, rather rote state of affairs. Investors, corporate governance organizations, and regulators have all turned up the heat over the past few years.The most acute pressure ...

By David McCann • Dec. 26, 2018

Shutdown to Affect 800,000 Federal Workers

With Congress having adjourned Friday without reaching an agreement on a government funding bill, hundreds of thousands of federal employees are facing the prospect of being furloughed or working without pay.The impasse on Capitol Hill ensured a shutdown of nine federal departments and several ag...

By Matthew Heller • Dec. 25, 2018

ISS Rules for New Campbell Board Members

Investor advisory firm Institutional Shareholder Services supported Daniel Loeb’s hedge fund, Third Point, in its effort to put five nominees on the board of directors of Campbell Soup.ISS says Campbell made a number of missteps under its current board and suffered poor performance that appeared ...

By William Sprouse • Nov. 15, 2018

Boards Sharpen Focus on Social Issues

While the population grows ever-more polarized around social issues, corporate boards of directors don’t necessarily need to consider them. Increasingly, though, they are doing so.In fact, in just the past year such issues have gained far more visibility in boardrooms.In a survey released Wednesd...

By David McCann • Oct. 17, 2018

Activist Seeks Records in Campbell Soup Fight

Activist investor Daniel Loeb is stepping up his campaign to replace Campbell Soup’s board, demanding in a letter to the ailing company that it provide him with access to internal documents.According to Reuters, Loeb’s Third Point hedge fund delivered the letter to Campbell Soup on Wednesday, cit...

By Matthew Heller • Oct. 4, 2018

Warning: Don’t Mention Trade Secrets in 10-Ks

The tentacles of cyber crime seem to be reaching everywhere. For one, have you considered your company’s exposure to the potential threat of trade secrets being stolen?Trade secrets are among the primary means by which companies create and maintain value. The ability to prevent them from being st...

By David McCann • July 16, 2018

DocuSign Adds Tech Execs in Board Reshuffle

DocuSign is reshuffling almost half its board, with founder Tom Gonser among those leaving as part of what it called a “planned transition” to a public company.Gonser, chairman and former CEO Keith Krach, and three venture capitalists are resigning while three executives with extensive tech exper...

By Matthew Heller • July 12, 2018

Xerox CEO to Step Down in Victory for Icahn

Xerox said Wednesday that embattled CEO Jeff Jacobson will step down, giving a major triumph to billionaire Carl Icahn in his campaign against the company’s proposed merger with Fujifilm.Jacobson — and most of the Xerox board — will resign to settle a lawsuit that Icahn and another major Xerox sh...

By Matthew Heller • May 2, 2018

New SEC Policy Seen as Threat to Proxy Votes

Companies including Amazon, PayPal, and Dunkin’ Brands have succeeded in blocking shareholder votes on environmental issues under new regulatory guidance.The U.S. Securities and Exchange Commission released the guidance in November after being lobbied by business groups to limit shareholder resol...

By Matthew Heller • April 20, 2018

ISS Urges ‘No’ Vote on Five Equifax Directors

Proxy adviser Institutional Shareholder Services has recommended that Equifax shareholders not re-elect the company’s chairman and four other board members who served on its technology committee before what may be the most costly data breach in corporate history.ISS said in a note to institutiona...

By Matthew Heller • April 16, 2018

GE Adds Accounting, Finance Experts to Board

General Electric has nominated three new directors to beef up its turnaround team, including the former head of the Financial Accounting Standards Board and the former CFO of AT&T.The giant conglomerate is in the midst of a restructuring as it attempts to restore investor confidence. GE stock...

By Matthew Heller • Feb. 26, 2018

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