Georgeson Finds More Companies Negotiate Environmental and Social Proposals Before Going to Shareholder Vote   By John Jannarone When it comes to environmental and social proposals, more companies have decided a public showdown with shareholders isn’t worth the fight. Some...

Calculation Cited by Company Amid Proxy Fight May Overstate Profits for Many Investors   By John Jannarone, Editor-in-Chief Strong shareholder returns are perhaps the strongest defense a company can make against investor criticism. But before taking reported numbers at face...

Lyndon Park Joins ICR as Managing Director, Head of Governance Advisory Solutions By John Jannarone ICR has hired Lyndon Park, a former executive at BlackRock and Dimensional Fund Advisors, to lead its newly-launched Governance Advisory Solutions practice, the communications and...

Deposition Suggests Globalstar Sought to Sway “Fairness Opinion” Prepared by Investment Bankers By John Jannarone As the controlling shareholder of Globalstar, Executive Chairman Jay Monroe is accustomed to getting his way. Did he extend his reach too far with investment...

Edward D. Herlihy and Sabastian V. Niles, Partners at Wachtell, Lipton, Rosen & Katz By John Jannarone When activist directors join a board, they should adhere to the same fiduciary duties as other directors and put the company ahead of personal...

Christopher Earnest, Partner, Houston Office of Compensation Advisory Partners By John Jannarone A slew of companies have been in the crosshairs of proxy advisors due to their approach to so-called Say on Pay practices. In the energy sector, for example,...

When Starboard Value shocked corporate America by winning all 12 board seats at Darden Restaurants in a 2014 proxy fight, other companies were spooked into conceding seats to avoid embarrassment. But since then, companies have been less likely to give...

CorpGov Launches First Media Platform Dedicated to Corporate Governance from the Viewpoint of Boards and Senior Management, Veteran Journalist John Jannarone Named Editor-in-Chief NEW YORK–(September 13, 2018)– CorpGov, the only media platform dedicated to corporate governance issues from the viewpoint of...

Dan McDermott, Senior Vice President, Special Situations Group, ICR When proxy season ends, it’s tempting for senior management to feel that the risk of an activist attack has passed. But activist funds are already on the hunt for signs of...

Randy Wilson, Cendrowski Corporate Advisors By Randy Wilson Amidst the discussion following President Trump’s mid-August ask of the Securities and Exchange Commission (SEC) to study dialing back corporate financial reporting to twice a year, perhaps the most salient long-term issue...