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By the time this article goes to press, many companies will be conducting (or will have conducted) their annual shareholders meetings. Since March 200...
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- William R. Barrowclough, Judith A. Barrowclough, Bryson J. Barrowclough and Gerie W. Barrowclough, Appellants, v. Kidder, Peabody & Co., Inc., Kidder, Peabody & Co., Incorporated Deferred Compensation Plan, Larry Brand, Mark F. Dalton, John Moran, Robert A. Krantz, Jr., Peter R. Catalano, Jr., Andrew J. Nopper, Bruce Adam, John Does a Through Z, Being Certain Unknown Unnamed Individuals Consisting of the Members of the Deferred Compensation Committee of the Kidder, Peabody & Co., Incorporated Deferred Compensation Plan, the Board of Directors and Management Committee of Kidder, Peabody & Co., Incorporated., 752 F.2d 923 (3rd Cir. 1985)
Charles A. Strenk (Argued), Clemente, Neiheisel, Strenk & Kiernan, Morristown, N.J., for appellants.
Brian F. McDonough (Argued), Matthew Farley, Sha...
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In this Article, we argue that chief executive officers (CEOs) of publicly held corporations in the United States are losing power to their boards of directors and to their shareholders. This loss of power is recent (say, since 2000) and gradual, but nevertheless represents a significant move away from the imperial CEO who was surrounded by a hand-picked board and lethargic shareholders. After discussing the concept of power and its dimensions, we document the causes and symptoms of the decline in CEO power in several areas: share ownership composition and shareholder activism; governance rules and the board response to shareholder activism; regulatory changes related to shareholder voting; changes in the board of directors; and executive compensation. We argue that this decline in CEO ...
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In a move many compensation committees would welcome, the bill states that committees would have a right to obtain funding for advice: "Each issuer shall provide for appropriate funding, as determined by the compensation committee in its capacity as a committee of the board of directors, for payment of reasonable compensation- (1) to a compensation consultant; and (2) to independent legal counsel or any other advisor to the compensation committee." In their proxies, companies would have to disclose (using charts if they wish) the relationship between executive compensation actually paid and the financial performance of the issuer, taking into account any change in the value of the shares of stock and dividends of the issuer and any distributions.
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Bank execs' salaries raised
Baltimore's First Mariner Bancorp said in a filing to the Securities and Exchange Commission last week that its Board of Directors' Compensation Committee increased the annual salary of Mark A. Keidel, the company's president and chief operating officer, to $235,000 from $193,500. Also increased was the salary of Robert P. Warr, chief risk officer and executive vice president, to $175,000 from $100,000 a year. The committee also confirmed the previously announced $150,000 annual salary of Chief Financial Officer Paul B. Susie, and gave Susie a vehicle allowance of $500 per month.
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Two investors have filed shareholder derivative actions against Chesapeake Energy Chief Executive Aubrey McClendon and the company's board of directors over McClendon's controversial $112.4 million compensation package in 2008.
Lee Arnold of Missouri and California resident James Clem filed separate lawsuits last week in U.S. District Court for the Western District of Oklahoma over McClendon's pay. The lawsuits claim Chesapeake's board of directors awarded McClendon an overly generous compensation package to bail him out of his personal financial problems after he was forced to sell off most of his Chesapeake stock to make margin calls in October 2008. The alleged bailout also allowed McClendon to continue paying into Chesapeake's Founder Well Participation Program, a lucrative corpo...
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TRUMBULL, Conn. -- Imagistics International Inc. (NYSE: IGI) a direct sales and service imaging solutions company, announced today that the Board of D...
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Business Editors
STOCKHOLM, Sweden--(BUSINESS WIRE)--Feb. 19, 2002
In view of the current debate, I the undersigned, a member of Investor's Remune...
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MINNEAPOLIS, Aug. 5, 2011 /PRNewswire/ -- Appliance Recycling Centers of America, Inc. (NASDAQ: ARCI) today announced that the company has appointed Stanley Goldberg and Steven Lowenthal to newly created positions on ARCA's board of directors, expanding the board from five to seven directors. Goldberg currently serves as CEO of Vanguard Graphics International while Lowenthal is Co-CEO and shareholder of SPECTRUM Commercial Services Company.
Goldberg and Lowenthal will initially serve until the next election of directors, which will be held at the company's annual meeting of shareholders in May 2012. They join current directors Duane S. Carlson, Glynnis A. Jones, Dean R. Pickerell, Morgan J. Wolf and Edward R. (Jack) Cameron, ARCA's president and CEO, to compose the seven-member board. I...