Following the revelation that the Royal Dutch/Shell Group of Companies had overstated its proved oil reserves by over 4 billion barrels, company officials announced dramatic changes to the company's organizational structure and governance system. These changes were intended to improve management...

By many measures, current CEOs should be the best candidates to serve on boards of directors. They have extensive strategic, operational, and risk management expertise, as well as experiences and leadership attributes that are important for a firm’s long-term success. However, there is...

In June 2010, Tesla Motors raised over $225 million in an initial public offering that valued the electric car manufacturer at $2 billion. It was the first time a U.S. automobile company went public since Ford Motor in 1956. The evolution of Tesla - first incorporated in 2003 by engineers Martin...

Given its size, Berkshire Hathaway has had a relatively clean record on governance-related matters. This track record speaks to the quality of its governance system and the ability of its “trust-based” model to work. For these reasons, it came as a shock to many when Warren Buffett announced...

Many institutional investors rely on a proxy advisory firm to assist them in voting the company proxy and fulfilling their fiduciary responsibility to vote in the interest of beneficial shareholders. The largest and most influential proxy advisory firm is Institutional Shareholder Services...

There is a consistent pattern that emerges when a company suffers from a major governance failure: the stock price falls, the company faces lawsuits, and there is elevated turnover in both the executive suite and the boardroom. The impact on the careers of the former executives and directors of...

Compensation and Disclosure. Compensation packages are intended to attract, retain, and motivate executives to perform in accordance with the long-term financial objectives of shareholders. Disclosure in the annual proxy is expected to be “clear, concise, and understandable.” And yet in...

In the late 1990s, UtiliCorp United, a utility that owned natural gas and power assets in the Midwest and internationally, moved aggressively into the business of wholesale energy trading. The move came after Congress passed legislation that opened wholesale energy markets to competition, with...

In 2007, corporate governance became a well-discussed topic in the business press. Newspapers produced detailed accounts of corporate fraud, accounting scandals, excessive compensation, and other perceived organizational failures—many of which culminated in lawsuits, resignations, and...

In 2007, there were three prominent corporate governance ratings firms - The Corporate Library (TCL), Governance Metrics International (GMI), and Institutional Shareholder Services (ISS). These firms assessed the effectiveness and deficiency of the governance systems of thousands of publicly...