Article re Corporate Governance Trends

By Cydney Posner

An article in Compliance Week on June 24, 2011 reports that a study conducted by Governance Metrics International shows a decline in the percentage of companies with shareholder protection measures (or takeover defenses, depending on your point of view), which the study attributes to the success of shareholder activism. For example, according to the article, in 2002, the majority of companies had poison pills, while only 16% have pills today. As a result, there was just one vote on this issue in 2011 compared to five in 2009. Similarly, board classification is at its lowest level – just 1/3 of boards are classified -- since GMI began tracking this data. A similar shift has occurred with respect to the right of shareholders to call special meetings, currently proscribed at slightly less than half of the companies in the S&P 500, an all-time low according to the article. Apparently, the most recent focus in the anti-anti-takeover battle is restoring the right of shareholders to act by written consent. The article reports that there were 32 proposals to restore written consent that were voted on in 2011, while there were none in 2009.

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