Charles Elson
Charles Elson
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.
company confidence directors fact good might pay
The fact that directors might go without pay is meaningful. It shows, on the part of the directors, confidence that the company has a good future.
based directors meet novel unique
It's a novel idea. Where it's unique is that if directors don't meet internally based targets, they get nothing.
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.
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.
agreements companies excellent
It's an excellent proposal. A lot of companies have such agreements informally, particularly for directors.
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.
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,
executives incentive large seem standing valid
The whole idea of parachutes was to keep executives from standing in the way of valid transactions. What they seem to have become, because of their large size, is an incentive to do transactions.
calls
This indicates some receptiveness to calls for better governance.
appeared complete concern definition few gotten incorrect might
A few years ago, something that appeared incorrect might not be changed. Today, with heightened concern over complete accuracy, the definition of materiality has gotten a lot broader.
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?
corporate discourage governance greater happy ignore levels negative nor opinion oversight seek view
I do not view this as a negative opinion from a corporate governance standpoint. It should not make those who ignore their responsibilities happy nor should it discourage those who seek greater levels of oversight of directors,