She opened up such doors for artists like myself. No one who makes it into the board room of a place like Goldman is unfamiliar with the time-honored strategy of gaining influence by showing interest in the CEO's interests, be they golf or global warming. She's obviously aiming for a sexy, sultry effect, and on one level that works nicely. He trained in medicine and psychiatry at Harvard Medical School and at the Mt. Bogle said, 'these managers arguably played a major role in allowing the managers of our public corporations to exploit the advantages of their own agency. But the voice is not the star. And when he's kind of indirectly your supervisor or your regulator, you have to be careful.
What is Medifast?
Slimfast offers weight loss shakes and snack bars that are also fortified with vitamins and minerals to support your nutritional needs while following a reduced-calorie diet. The shakes and bars are available in the health and diet-food sections of most supermarkets.
Slimgenix Pro is a dietary supplement whose ingredients include raspberry ketone and green coffee bean extract. It meant to amp up metabolism, lower cholesterol levels, reduce appetite, boost energy and help with digestion. Their trained staff are available for one-on-one consultations and can help you track your weight, waistline and body part measurements along with changes in your body composition. They can help you identify unhealthy eating habits that contribute to weight gain and give you strategies to overcome those challenges.
You can search the official website for specific locations in your state or call Medifast toll-free at The Medifast nutrition plan helps you lose weight effectively by controlling your macronutrient combinations and lowering calories while keeping hunger and food cravings in check through frequent meal-replacement shakes and snack bars along with real food.
Total calories are around , per day, creating a caloric deficit that pushes your bodyweight down. But, carbs are reduced enough so that your body will shift toward burning body fat for energy within the first few days on a diet. The meals are also very low in fat and moderately high in protein. LiveStrong has a breakdown of the different ingredients that are used in Medifast meals :.
Sugars in Medifast include corn syrup and fructose. Inulin and gum arabic are ingredients that add dietary fiber. Each serving provides about 20 percent of the daily value for most vitamins and minerals, so if you eat the five Medifast meals that the Five and One Plan recommends, you will probably meet your needs.
Medifast diet meals are tasty, according to some dieters. The shakes and dessert bars are popular favorites, and the packaged snacks taste good too. They even have microwavable entrees that you can use in place of your lean and green, homemade meals. Certain condiments are limited for caloric purposes, but most herbs and seasonings are allowed to improve flavor and satiety without adding calories. Consult your physician to see if a low-calorie diet presents any specific health concerns for you.
Medifast cost was difficult to track down since the company does not prominently post prices on its website. A loyalty program is on offer that allows customers to earn rewards and shipping discounts with each order. According to the Kushi Institute, a number of studies have shown Medifast to be a capable and safe dieting program:.
When on the diet, adult men could shed, on average, 67 pounds; women can lose up to an average of A clinical study from that was published in Internal Medicine looked at 45 weight-loss programs, including Medifast.
Using low-calorie diet programs like Medifast led to significantly larger weight loss compared to counseling. The study also stated that Medifast had a better retention rate of customers than most other programs. Another clinical study in the Nutrition Journal looked at the charts of more than Medifast clients.
It found that those who stuck with the plan shed, on average, 24 pounds in 3 months, and an average of 35 in 6 months.
Each participant, regardless of their age and gender, lost higher percentages of fat than muscle. Medifast offers its customers an opportunity to lose weight and earn money at the same time through their MLM Multi-Level Marketing opportunity. The company has enjoyed much success throughout the years and had a market capitalization of over million.
Medifast products have sold through their website, distribution channels, weight loss clinics and directly from medical doctors to patients. With the great sales success of their products, the company began selling their products through MLM, sometimes called network marketing, and the company has significantly prospered.
By selling their products through MLM marketing, customers of Medifast products not only can enjoy a healthier lifestyle, but they are also able to earn a steady income. When those new members recruit others, the individual will also earn money off of those recruits. The compensation plan will reward a health coach for being a user of their products.
They will also be rewarded for recruiting and retaining other clients. He says these are tasty. I had to eat this snack at home cause the chocolate was melted all inside the wrapper. I may put these in my freezer. It could not stand up to Texas heat. The bar was smaller than i expected. The flavor was ok. I do not plan to buy this item again. The bottom line is that Medifast has been shown to be effective for weight loss. Several studies cited above showed that people who stuck to their Medifast plan lost more weight than people who followed food-based plans.
However, the key to any diet plan is to not only lose the weight but to keep it off. That part is completely up to you. What will happen when you reach your weight loss goal and stop dieting? You must figure out how to build healthy eating habits into your life to maintain your weight loss after completing Medifast or any other weight loss program.
We also believe supplements can play an important part in getting and keeping your metabolism moving. Research shows a connection between the ingredients and increased energy levels, metabolism and a curbed appetite. Choosing the right weight-loss system can be confusing and often times frustrating. Let us know a little more about you and your goals. Medifast side effects reported by customers include upset stomach, nausea, headache and irregular bowel movement.
Medifast ingredients vary, based on the meal plan selected. You can choose from breakfast, lunch, dinner and snacks. Choosing the right product is the 1 question asked by DietSpotlight readers. We recommend trying any product before buying it and know that finding a product with a sample offer is near impossible - so we created our own product, Burn TS, with scientifically backed ingredients.
There are studies from the Medifast company highlighting the benefits, but not that it helps with weight-loss. You should follow Medifast based on the plan selected.
The majority of the programs run for 30 days. Medifast can be purchased using their Official Site or through Amazon. Women who are pregnant or nursing, those with health conditions, anyone taking prescription medications or under 18 years of age should contact a healthcare professional prior to starting a diet plan of any kind, including Medifast. All it takes is a little research.
Here are a few perks and discounts to explore. Does your workout fix make you a happier person? Then this will really make you smile: Like Sachi, many people find holistic treatments are an effective alternative to pain medication. Your health plan may even cover some of the cost of acupuncture, yoga classes, massage therapy, chiropractic and nutrition services.
These pros offer sound advice to start you off in the right direction, and will check in regularly to keep you motivated and on-track. Some health plans offer access to personal health coaching free of charge. The next best thing: If you need follow-up attention, they can also tell you about treatment options and how to best explain your symptoms to your physician.
Your health plan may offer online tools to help you budget for services based on the average cost in your area. Amid the big gains in its fixed-income operations, it was assuming far more risk than anyone there apparently realized.
Stephen Gordon , named chairman and chief executive in November, brought in five new directors One person close to the company described him as 'a safe choice,' because he was one of the few GM directors who had run a major industrial company.
The decision by President Barack Obama's auto task force to replace most GM directors came amid some pressure by company bondholders and other industry experts who had advised the task force in recent weeks During one meeting, the board was described as 'a collection of failed CEOs,' and the group was blamed for not prompting GM management to move faster in restructuring the company.
Some governance experts consider GM's board fairly weak because it lacks individuals with auto-industry expertise and includes several retirees without recent corporate-management experience. It may be easier to remove directors than to replace them, however.
The government may encourage GM to add directors with more automotive or industrial know-how, some observers believe. The more things change, the more they stay the same. Now, the US Calvary is galloping to the rescue. However, the US Calvary, with sabers held high, may lack pertinent experience. Those companies include Citigroup Inc. Kresa has a deep base of contacts after several years on GM's board, a tenure as chief executive of Northrop Grumman Corp.
He had planned to rely on his professional network to conduct the search. Kresa choose Spencer Stuart for GM's board search, telling him that the search firm 'can do it quickly,' said a person close to the matter.
Kresa he would be contacted by Tom Neff, head of the firm's U. Neff with marching orders? Gone in the past 10 months are Chairwoman to Its Board" No one explains what "was named" means or by whom she "was named. Should the BOD motto be "Go along and get along or get out before we throw you out"? Chief executives tended to dominate the choice The way we govern now".
Mom-and-pop investors could buy shares in celebrity businessman Donald Trump ' s first public company, Trump Hotels and Casino Resorts. Their investments were quickly depleted. None of the original directors responded to requests for comment. One later director was close to Trump: Ivanka Trump was named to the board of directors in , when she was 26 and had been working for two years at her father ' s private company, the Trump Organization.
Representatives for Ivanka Trump declined to comment. Ivanka and Donald Trump both resigned from the company in , after Trump declared in a statement that he strongly disagreed with bondholders who had been pushing the company to file again for bankruptcy. How much were they compensated for their stellar BOD service? It will only be different when the BOD ' s personal assets are on the line.
Countries headed by "imperial CEOs" are known as kleptocracies. Eisner 's harsher board critics vehemently objected and accused the chairman of orchestrating her removal … Directors said the names of the four leaving the board were submitted by the nominating committee, which was acting on the recommendation from Eisner. Stewart , that Mr. Van de Kamp, 'You're a terrible director. You are so loyal to Stanley P. Gold , it's like you've carried his babies.
Van de Kamp, who was not reinstated to the board in a vote of 12 to 4, with 2 abstentions. Minnie is especially fond of him. Disney critical of Mr. Eisner's management style either left or saw their influence diminished. Gold , who was once very influential on the board, was stripped of crucial posts because of his status as the investment adviser to Mr. Eisner has proved himself a skilled corporate politician who has been shrewd about using the idea of better corporate governance as a shield against critics who threaten his reign.
Gold's letter criticized the other directors for serving as a rubber stamp for management, saying that they enacted policies that muzzled dissenters and shielded Mr. Eisner from 'criticism and accountability. Let is start all over again. In a new report, Institutional Shareholder Services Inc. Iger chairman—and criticized it for doing so— without seeking shareholder input.
The report also raised concerns about his compensation. The board's decision to grant Mr. Iger the dual roles is 'an about-face from governance reforms adopted following a highly public 'vote no' campaign at Disney in ,' the report said. The company subsequently adopted corporate-governance guidelines calling for an independent chairman, 'unless the board concludes that the best interest of shareholders would be otherwise better served. Chief Operating Officer Sheryl Sandberg.
The report also questioned Mr. Dolan replaced three directors with four of his friends this week, corporate governance experts, legal experts and investors cringed. Analysts said it behooved those new directors to take a hard look.
Tenet Chairman Edward A. Kangas and two other directors counter that Mr. Nakasone resigned after he was asked to leave because he was disruptive and wasted the board's time.
Repeated efforts to revisit decisions and even 'to argue about the minutes' distracted the board, hurt its efficiency and explains 'why we asked him to step off the board,' Mr. Did Tenet issue a misleading explanation for the resignation? What is inherently wrong about revisiting past decisions? Should it not be for the Shareholders to decide whether a Director's efforts to protect their interests are "disruptive and wasted the board's time"?
Scrushy with 'massive' accounting fraud…. May … and told the director he was going to 'fire' him …. May's efforts to replace certain longtime board members Summers III , a retired president of Coca-Cola of the Southwest, notes he was asked to resign in after 'Jud Alfred "Jud" Schroede r, major shareholder and Chairman of Lancer and I reached an agreement that I wasn't good for the board because I was too independent.
The indictment charged that through 'fraud and outright intimidation, Mr. Lake devised a scheme to loot the company of tens of millions of dollars,' It further contends that the two men forced out board members who objected to executive compensation plans She also complained that management failed to supply board members with sufficient information to make decisions.
Wittig, a Kansan who rose to stardom as an investment banker on Wall Street before returning nearly a decade ago with multinational ambitions for Westar. Wittig's lawyer, said he expected to win the case since most of Mr. Wittig's actions as chief executive were approved by Westar's board.
In , it tapped Wittig to head corporate strategy. Wittig resigned at the end of , after a grand jury had subpoenaed corporate records. He demanded tens of millions in unpaid compensation.
Westar balked, commissioning a page internal report that detailed much of the alleged wrongdoing in the indictment. Perhaps, BODs, if they feared any sting of accountability, would adopt the mantra of "trust, but verify" when dealing with the hired help.
Chief Executive Officer David Wittig and another executive guilty of looting the electric utility of millions of dollars. Wittig and Lake have denied the charges, saying that their actions were legal, approved by the company's directors, and disclosed in corporate filings. The three-judge panel ruled that prosecutors presented insufficient evidence to support convictions of former chief executive David Wittig and former executive vice president Douglas Lake , on charges of wire fraud, money laundering, conspiracy and circumvention of internal financial controls.
In reversing the convictions, the appellate court ruled that all the counts hinged on the government's ability to prove that Messrs. Wittig and Lake tried to hide from the Securities and Exchange Commission their personal use of corporate aircraft.
However, the panel said, SEC regulations only require the reporting of such activity when it costs the company an amount above a certain threshold. Because 'the government offered no evidence that the additional cost to Westar of either defendant's personal travel ever exceeded this threshold. The court ruled that the defendants could not be retried on the fraud or money laundering charges, but that they could be retried on the lesser charges of circumvention of internal controls and conspiracy.
The court refused to give the instruction. There was no evidence that the value of personal travel ever exceeded the reporting threshold. With hindsight, one could observe that the prosecutors really blew it! Grasso had the authority to select those who served on the Compensation Committee. He also regulated most of them. This conflict allowed Grasso to influence directors who might have wanted to pay him less, and to reward directors who would pay him more.
For example, one former Compensation Committee member was confronted by Grasso after he had privately expressed concern to Ashen about a component of Grasso's proposed compensation in The director testified that 'he was a little taken [a]back that there was an ear to the committees And when he's kind of indirectly your supervisor or your regulator, you have to be careful.
Grasso , et al. Shapiro tapped Reed to serve on the Monsanto board and Reed, in turn, asked Shapiro to the board of Citicorp, the bank where Reed was chief executive.
Reed said, he impulsively offered the chief executive job to Mr. Reed walked up to Mr. Train, whom he knew as a fellow trustee of the Massachusetts Institute of Technology Thain would have the power to veto other prospective chairmen. Elson, who teaches corporate governance at the University of Delaware's business school, said. To Sue or Not to Sue? Did the "handpicked" BOD later ratify Reed's impulsive act by its silence? Thain went on to become CEO of Merrill Lynch and, when the bumbling herd stumbled over a cliff into the arms of Bank of America, was terminated.
A former telecom executive, he was pushed out of Covad Communication Group shortly after Carly Fiorina named him to the board. At the time, his allegiance seemed inclined far too much to Fiorina, rather than to HP's investors.
If she left tomorrow, I'd resign tomorrow. Some BODs may be so beholden to the CEO that regulators have to put a gun to their collective heads to get them to do what is in Shareholders' best interests.
In a securities filing yesterday, Fannie said its financial statements from through the third quarter 'no longer should be relied upon' because they were prepared with practices that didn't comply with generally accepted accounting principles.
Raines , who had carefully cultivated personal relationships with the directors over many years … taking them to dinner at a Four Seasons hotel in Washington on the eve of board meetings. The directors came to no conclusions about Mr. Raines's fate Thursday, but agreed to hold a formal meeting on Sunday. Directors … still didn't come to a conclusion on whether to force Mr. One idea advanced by Mr. Raines, according to a person close to the discussions, was for him to announce a retirement effective at some later date, which would have created the appearance that he wasn't to blame for the accounting fiasco.
A final decision didn't come until Tuesday, when Mr. Fannie was subsequently placed into a conservatorship where it was forbidden to continue to make political contributions and to conduct lobbying efforts. If you dissent on this board, we'll nail you.
If company officials think I violated the law, they can call the cops. Spy on Him ". The report, which relied in part on private telephone records, fingered George Keyworth , a longtime director and former science adviser to President Reagan, as the source of many of the leaks about board deliberations. A boardroom showdown ensued, during which the board voted to ask Mr. Keyworth to resign, and he refused, saying he was elected by the shareholders.
Venture capitalist Tom Perkins , a friend of Mr. Keyworth, quit the board on the spot in anger. Keyworth will not be nominated for re-election to the board at its annual meeting next March. Dunn said she regularly informed the board of the investigation, but provided few details, at the investigators' request. Keyworth to leave, Mr. Dunn, saying, 'Pattie, you betrayed me. You and I had an agreement we would handle this offline without disclosing the name of the leaker. Dunn says she never had such an agreement.
Counsel was explicit the matter needed to go before the full board,' she says. Perkins rose from his seat, slammed his briefcase shut, and said, 'I quit and I'm leaving. The law requires that when a director resigns, the company has to disclose whether it was the result of a fundamental disagreement. I don't want people to speculate about my health. Perkins had no disagreement with the company, only with Ms.
Therefore they decided they had no obligation to file details with the SEC. Instead, the board issued a statement on May 19 that simply said Mr. Perkins had resigned, effective immediately. Perkins was concerned with the way his resignation was portrayed by the company, however, and subsequently contacted the SEC with his concerns, according to people familiar with the situation.
Perkins has also been critical of the investigation, which he suggested involved illegal surveillance. Board members acknowledge some discomfort with the methods used by the private investigator who obtained the phone records, but H-P says it was assured by the investigators that the methods were legal.
Assuming that the BOD provided any hearing of the allegations against George, he could have defended against his removal on the ground that the BOD had acted with "unclean hands" in acquiring its alleged proof. What is the value of the private investigator's assurances? Would anyone expect an admission of illegal activities? The other message is that Directors are under pressure to conform and keep quiet, or else…. Or, does it mean that he regrets abandoning his friend and fellow Director in in his time of need?
Perkins sent a letter to Hewlett-Packard wherein he set forth his version of the events surrounding his resignation, his follow-up efforts and various allegations of misconduct. Pretexting, or posing as a person in order to obtain private phone or other information about them, is illegal in California. He added that H-P didn't know pretexting would be involved.
H-P declined to disclose the name of the private-investigation firm it retained or the 'pretexting' firm that firm employed as a subcontractor. Keyworth for another term as director. The company is scheduled to hold its next board elections in March The law firm had concluded that the methods used were legal, these board members say. But the law firm says it made no such conclusion on its own; it simply reported that the private-investigation firm involved and that firm's lawyers claimed their methods were legal.
Larry Sonsini, the attorney for H-P's board, yesterday declined to comment. When does a high-powered law firm reasonably rely, in matter crucial to its client, upon the favorable legal opinion of other and, likely, lesser powered law firm of their client's investigator? For what has the BOD paid? A major issue remains whether and to what extent there is a semblance of due process in the board room before the death penalty is imposed upon a member who is invited, but refuses, to resign.
Sonsini's firm has grown strained. Perkins of discussing internal Hewlett-Packard deliberations with others last month. The lawyer went on to demand that he name those he spoke to and what documents he gave them. Perkins's response was just as rough. Dinh … accused the law firm of conflicts of interest. He accused the company of 'sanitizing' the minutes of the board meeting in which Mr. He told the company that Mr.
Perkins was a victim of possible fraud, identity theft and misappropriation of personal records. Sometimes, CEOs make consensual Directors disappear. Hollinger International … did that late last year.
Shareholders like president of hedge fund Providence Capital, Herbert Denton … wanted three of the firms' directors to step down. ACS Chairman Darwin Deason , a flamboyant entrepreneur who built the company, teamed up with Cerberus Capital Management LP during the buyout frenzy earlier this year to take the company private. But such a bid never materialized, and earlier this week Cerberus pulled its offer, citing turmoil in credit markets.
ACS management along with some of its biggest shareholders, including Oppenheimer Funds, blamed the independent directors for allowing the deal to slip out of their hands -- by refusing to set a vote on the bid before pursuing alternatives. The directors say they had a duty to look for other potential bidders, given that Cerberus's proposed deal included the participation of ACS's chief insider: The dispute is all the more extraordinary given the close, even cozy, relations Mr.
Deason once enjoyed with a number of the independent directors -- Robert B. Livingston Kosberg, Frank A. Several of them enjoyed business or personal ties with Mr. Deason in past years. The confrontation began Tuesday during a six-hour board meeting, when Mr. Deason demanded the directors resign immediately. He threatened to nominate a new slate of independent directors for election at the next shareholder meeting, in May, if they refused He also said he would issue a news release accusing them of neglecting their duties if they didn't comply by yesterday, these people said.
The directors responded in their own sharply worded letter: Late yesterday, the independent directors filed a lawsuit against Mr. Deason and other ACS executives in Delaware Chancery Court asking for a declaratory judgment that they haven't breached their fiduciary duties. The resignations came during a closed-door session in which the bloc sought to replace Chief Executive Alan Armstrong , who they felt was ill-suited to lead an independent Williams as it sets out a new course, the people said.
Chairman Frank MacInnis was among those who resigned, as were a pair of activist hedge-fund investors, Keith Meister and Eric Mandelblatt , who joined the member board following a public campaign in , the people said. All three had championed the merger with Energy Transfer, which Mr.
Armstrong had opposed and continued to oppose even after it was agreed. The discussion turned to whether Mr. Armstrong was the best person to remain at the helm.
The directors not including Mr. Armstrong were split evenly, with six supporting Mr. Armstrong and six opposed. MacInnis, who had been Williams ' s chairman since , was opposed to Mr.
Armstrong remaining as CEO, but resigned largely for personal reasons…. All three had been supportive of the merger.
Did the newly departed leave with some benefits? Does one hand wash the other? Do CEOs and Directors say to one another, in substance, "I won't tell on you to Shareholders , if you don't tell on me"? A conflict of interests arises when Directors set their own compensation, e.
It is just another conflict of interest for which there is no real accountability. Corporate governance watchdogs fret that CEOs use lucrative pay packages to co-opt board members. Still, that's not bad for a part-time job that requires attending a handful of meetings a year.
And because boards seem reluctant to rein in compensation, some critics conclude that the system is irreparably broken. Sinegal of Costco Wholesale pay package seems a throwback to another era, especially when compared with the lavish compensation of Henry R.
Sinegal's compensation is skinny, then corpulent is the word that comes to mind when considering the pay bestowed on Mr. Silverman, the chairman and chief executive of Cendant, the travel, real estate and direct marketing concern. The fear, of course, is that corporate executives, who have oodles to gain from mergers, have too much say about the terms, structure and consummation of the transactions.
When management is at the controls, as often seems to be the case, directors are asked mostly to rubber-stamp the deals.
Melican , president of Proxy Governance. Melican, an executive vice president at International Paper from to , was involved in many of that company's mergers. And because there are going to be shareholder lawsuits, you can pretty much assume you'll be in depositions for many years. Melican said, when executives of the acquired company are promised high-ranking jobs at the combined entity, postmerger. Melican says, boards have to get in early. But hey, that's what being a fiduciary means.
Anyone Tell the Board? Where there is a will, there is a way! CalPERS is "concerned by the timing of a decision in May by PacificCare 's board to boost payout that executives would get if the company was sold. Typically a board would know whether high-level merger talks had been occurring for months Upon what need for change was it based? What are the odds that the BOD's decision was based upon a "fairness" or consultant's opinion, which issued by someone who was well-paid by Management?
Steven Milloy … claimed that Goldman's policies are … designed to advance Mr. He objected to Goldman's gift of , acres in Chile to the Wildlife Conservation Society , calling it a conflict of interest because Mr.
Paulson is chairman of the Nature Conservancy, which works with the society, and has a daughter, Merritt, who sits on the society's board of advisors.
Paulson batted away the charges with a simple defense: The board did it, not me. He was not even part of the discussions of the Chilean land deal. Paulson's involvement with the conservancy or his advocacy of environmental causes. No one who makes it into the board room of a place like Goldman is unfamiliar with the time-honored strategy of gaining influence by showing interest in the CEO's interests, be they golf or global warming.
Why wouldn't directors rubber-stamp Mr. There are no studies to prove this, of course. But the society pages hold a clue: It's the CEO who is toasted at benefits and photographed for posterity. How often is the source of the funds -- the pockets of shareholders -- even mentioned?
The Free Enterprise Action Fund , a tiny mutual fund with a conservative political bent, says the gift hasn't benefited Chile or Goldman shareholders. The fund petitioned the Wall Street firm on Friday to have its board review the gift as part of a broader study of Goldman projects supporting environmental causes, and seeks a shareholder vote on the proposal. Treasury Secretary, defended the donation at Goldman's annual meeting on March 31, saying it was something 'Goldman Sachs wanted to do.
Paulson's son, Henry Merritt Paulson. At the meeting, Mr. Paulson said he knew of the deal but recused himself from the decision, leaving it to the board. Paulson's underlying assumption is that whatever Goldman wants is proper. Now the country's most important court for corporate law has raised questions about some deals. I n recent back-to-back opinions, the Delaware Court of Chancery criticized two publicly listed companies that have agreed to sell themselves to private investors.
The rulings expressed concern that Topps Co. The author of both opinions, year-old Vice Chancellor Leo E. Strine faulted the company's board for letting Chief Executive Robert E.
Rossiter negotiate the deal with Mr. Icahn on his own. The Delaware court's increased scrutiny of possible conflicts comes amid rising complaints, and more lawsuits, criticizing buyout deals for allegedly enriching corporate executives at the expense of the shareholders.
In the current buyout craze, many buyout firms retain the management by offering rich pay packages and a stake in the newly private entity.
These deals are being challenged in the courts by shareholders who allege that they are getting a meager payout for the company. They say boards are accepting deals based on factors other than the best-available price. In addition, shareholders are accusing boards of running into the friendly arms of private-equity buyers to escape activist hedge funds, who are trying to oust them through proxy battles.
In the case of Topps, the New York producer of trading cards, collectibles and candy, shareholders have accused the board of breaching its duties to get the highest price for the company Strine warned in his Topps opinion. Not only do CEOs get theirs, but , when they do wrong, Shareholders foot the bill.
Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with. Hill and Richard W. Painter, professors at the University of Minnesota Law School.
In 'Better Bankers, Better Banks,' they argue for making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements. Hill said in an interview.
If that's the case, bad CEOs are able to hang on to their jobs long after they should be driven out. In a new study titled Pay for Failure: Few of the plans, for example, required that the company's performance be measured against its industry peers.
It's a matter of mutual back-scratching, as another recent study confirmed. The authors are John K. They found that companies paying CEOs excessive amounts also pay directors excessive amounts. Companies that pay too much also tend to perform worse than their peers. Kozlowski was exceptionally extravagant with company money, Mr. Campriello showed jurors an expense report Mr. John Fort submitted for his attendance at a single three-day board meeting.
Campriello asked 'This is the way we traveled,' Mr. Permitting extravagant expenses is the morale equivalent of bribery. Raines received salary, bonus and other compensation last year However, Fannie Mae is not a person.
The Broadcom Corporation … shareholders are being asked to vote on a company proposal to increase by 12 million the number of shares authorized for grants under its stock incentive plan. In addition, a 'yes' vote will expand the types of stock awards that the company can offer executives and employees, as well as grant the compensation committee the right to reprice underwater options at any time.
This objectionable repricing practice removes the risk for executives and employees that outside shareholders incur when their stock falls. Had the proposed plan been in place last year, it would have cost shareholders an amount equal to about 75 percent of the company's revenue, the firm said.
Berman had until 29 February been affiliated with a law firm that served as outside counsel to the Company and had since 1 March been engaged by the Company to render legal, regulatory and other professional services. Berman was a director of Tyco until December 5, From March 1, through July 31, , Mr. Berman was engaged to render legal and other services. During this period, Tyco compensated Mr. Berman with health benefits, secretarial assistance, a cell phone and electronic security services for his homes.
Weingarten said the two clashed over several issues, including the amount of Tyco business sent to Kramer Levin for which Berman received referral fees. Dennis Kozlowski , Tyco's former chief executive, and were not approved by the board or disclosed in filings with the United States Securities and Exchange Commission. He also has drawn fire from critics for having business ties to Disney in the past while sitting on the board. Those payments ended two years ago amid an outcry from corporate governance experts.
Independence of new chairman, who had sided with Eisner, is called into question. Mitchell, 70, … who has little business experience, said … yesterday that he had no desire to play the corporate strategist, as many chairmen do.
Instead, he sees his main job as negotiating among factions of unhappy investors, other board members and Michael D. Eisner, the chief executive who lost the chairman's title in the wake of a resounding no-confidence vote at the company's shareholder meeting on Wednesday. Mitchell's appointment is not sitting well with many of the investors … nor with corporate governance experts. They complained that not only does Mr.
Mitchell have negligible corporate experience, but they say he is too closely allied to Mr. Eisner and his appointment does little to address investor discontent with Mr. Eisner's management of the company. Mitchell takes umbrage at the notion he is beholden to Mr. He said he had only had three social dinners with Mr. Eisner actually approached Mr.
Mitchell in to gauge his interest in joining Disney as president. Mitchell said because the decision was made only on Wednesday, the duties of the job had not been completely defined. But he said the setup and his lack of business experience should not impede his ability to oversee Mr. The most beholden Directors may live in states of denial. And that has prompted some governance experts and investment fund officials to question his sincerity toward reform and sensitivity to appearances.
Their concern is that directors may have competing loyalties between the shareholders they are supposed to serve and the executives who put them on the payroll. Sidhu has … become a national force in community banking by repeatedly triumphing over rebellious directors and shareholders. Sidhu has excluded directors from important deal deliberations or waits until the last minute to brief them. Some investors say his public statements about acquisition plans are misleading.
Sidhu has a board of supportive directors who have scant banking experience, are compensated unusually well and, in some cases, enjoy access to Sovereign loans and business opportunities. While that's more than directors at similar banks get, Sovereign justifies the pay by noting that its directors meet 14 times a year, five more times than its peer average. Sovereign has had business dealings with and made increasing loans to its directors in recent years. Sovereign added that the Troilo leases all have been at market rates.
Troilo didn't return calls. Troilo so he could buy a Lawrenceville, N. To help secure the loan, Mr. Troilo used another Sovereign-mortgaged property, in Pennsylvania , that he also rented to the bank.
The Monday filing said Mr. Troilo's bid was better because it included 'no financing, inspection or due diligence' conditions. Was Sovereign concerned that its building could not withstand "inspection or due diligence"? Upon what objective criteria was that decision made and by whom?
But, after all, it is just another instance of Shareholder assets being considered as chump change! The bank offers no relevant disclosure about the loans, including terms, interest rates or performance. Relational Investors discovered the full extent of them only by cross-referencing Sovereign's Securities and Exchange Commission filings with records at the Office of Thrift Supervision. Sovereign says the SEC filings excluded credit extensions that haven't been drawn down.
Since , however, Sovereign's filings have included no specific figures, just vague reassurances. Wall Street is skeptical that a three-year turnaround plan will work, and Fitch has cut its bond rating to triple C, which is low even for junk bonds. So far this year it is down another 27 percent.