Although subjects such as "say on pay," political contribution disclosure, and boardroom diversity have dominated the corporate governance discussion, those concerned with corporate governance have considered other issues as well. Last week, Senator Elizabeth Warren wrote the New York Stock Exchange and NASDAQ to urge that their organizations consider proposing rules requiring "one share, one vote" corporate structures for listed companies. The letter asks the exchanges to declare companies ineligible for an initial listing if they have unequal voting rights, and to prohibit already listed companies from issuing additional classes of common stock with unequal voting rights. Warren believes that those structures limit investor recourse in holding management and the board accountable.
CFO.com discussed how to address - and anticipate - activist shareholder demands. Among other things, the article suggests a continual evaluation of alternatives, the monitoring of social media, and the involvement of finance chiefs.
The Harvard Law School Forum on Corporate Governance and Financial Regulation reposted a blog by Daniel Awrey of the University of Oxford Faculty of Law. Awrey discusses his paper, "Hardwired Conflicts: The Big Bang Protocol, Libor and the Paradox of Private Ordering," which examines the paradox of private market structures. While successful market structures exhibit positive network externalities these network externalities erect substantial barriers to entry, insulate incumbents from vigorous competition, and prevent the emergence of new and potentially more desirable market structures.
theRacetotheBottom noted two corporate governance articles recently made available on the Social Science Research Network. One provides a historical context for corporate governance reform proposals and the other discusses the growing acceptance of the stakeholder concept in the U.S., U.K., and Canada, and what that acceptance may mean for corporate theory.
The Harvard Law School Forum on Corporate Governance and Financial Regulation posted a blog by Maria Cristina Ungureanu, of the corporate governance consulting firm Crisci & Partners, who discussed the growing use of board evaluations.