Charles Elson
Charles Elson
board seeing
We're seeing board salaries going up all over the place.
board course decide percent whether
The board has to decide whether to sell. Thirty-five percent is a pretty big number. They have to decide if that's the right course or they may have a shareholder revolt.
board escape failure internal large question
The big question is: Was this a failure of internal controls, or a failure of the board itself? How did something this large escape their notice?
anywhere boards director directors disney eight ordeal point realize themselves
No director anywhere from this point on would want to put themselves through this kind of ordeal that the directors at Disney just went through for eight years. Now boards realize they must be more independent and circumspect.
board bright company engaged figure financial small sort
He's a very bright guy. He'll figure his way out of this. The financial world is a very small place. When you're on the board of a company engaged in financial transactions, this sort of thing may happen.
board matter meeting next slice thick time
He has a potentially conflicting fiduciary duty. There may be a way around it, but no matter how thick you slice it, it's still baloney. The next Time Warner board meeting will be interesting.
attached boards certainly director directors faded focus greater weight
Because of a greater focus on governance, the resignation of a director certainly has a greater weight attached to it. Boards have greater power. In the past, directors just faded into the sunset.
awful restoring
That would go an awful long way to restoring confidence,
anyone asking failure led pick system
When you see something like this, it begs asking what failure in their system led to this. Why didn't anyone pick it up?
fun took
It's going to be fun to watch. But the real story took place long ago.
chord economic good heard interest kinds leads lessens proposal reason separate strike time voting
Any time you separate economic interest from voting interests, it leads to all kinds of problems. It lessens the accountability. I haven't heard of any good reason for dual-class stock. I think the proposal will strike a chord with a lot of people.
disregard issue radar risk run screen
The issue is on everyone's radar screen now. If you disregard the shareholder vote, you run the risk of a proxy battle.
agreements companies excellent
It's an excellent proposal. A lot of companies have such agreements informally, particularly for directors.
people
At the time, people thought the Gilberts were like Don Quixote. But because of that case, it legitimized the use of the shareholder resolution,