Tag Archive for ‘Boards of Directors’
On August 1, 2013, Delaware became the 19th state to authorize the benefit corporation. For the first time in American corporate law, this new corporate form provides a legal basis for companies to have a positive social purpose in addition to creating shareholder value.
The forced resignations of executives at Lockheed Martin and Best Buy – along with the resignation of CIA Director David Petraeus – raise questions about the values boards reinforce with their leaders. Columnist Gael O’Brien says many critical qualities – emotional intelligence, authenticity, self awareness, and stakeholder-focus — are often not included in the process.
Seven U.S. states have now enacted laws creating a new type of corporation – typically called a benefit corporation, or B Corp – to advance the cause of socially responsible business. But a corporate attorney argues that, however well-intentioned, the B Corp structure “undermines the very values that corporate governance advocates should seek to promote: responsible, sustainable corporate decision-making by companies of any stripe.”
Across the globe, the trend toward corporate governance reform continues in response to the global financial crisis and to the opening of markets in developing economies. But consultants for the executive search firm Spencer Stuart think some of that may be overdone. “Governance regulation plays a valuable role,” they write, “but those who elevate its standing to that of corporate savior are exaggerating its power.”
California Governor Jerry Brown recently signed into law competing bills that create two new corporate forms — a “flexible purpose corporation” and a “benefit corporation” — intended to allow entrepreneurs and investors the choice of organizing companies that can pursue both economic and social objectives. Here’s a legal analysis of the implications for businesses with a social purpose.
The sudden dismissal of a chief executive has seemingly become commonplace practice at big companies. But columnist Gael O’Brien says the firing of a CEO and how he or she leaves their position often reveals a lot about them, their bosses, and their organization. In the end, she writes, “shareholders aren’t served by blame games.”
Stanford University professor David Larcker says context is critical in the choices that organizations make in designing governance systems and the impact those choices have on executive decision-making and the organization’s performance. “There is no question to us that ‘governance matters,’” he writes. “The fundamental challenge is to understand when and how it matters.”
The Shareholder Protection Act, introduced today in the U.S. Congress, addresses governance problems left in the wake of the Supreme Court’s 2010 decision in Citizens United, which enables corporations to spend an unlimited amount of money on political advertising. The bill is modeled on the U.K. Companies Act, which requires prior shareholder approval of corporate political donations.