Mergers and Acquisitions and the Universal Investor

Anurag Sharma, Ben Branch, Chetan Chawla, Liping Qiu, Ning Pu – Sunday, January 1, 2012

Institutional investors often must decide whether to favor or oppose a proposed acquisition or whether to accept or reject a tender offer. In isolation such decisions are usually straightforward. If a significant premium is offered, a yes vote is probably indicated. But large institutional investors such as a pension fund may own not only stock in one of the involved parties (target or bidder) but the stock and bonds of both companies as well as positions in various related parties including other potential bidders, customers, suppliers and rivals. As such the success or failure of the attempt may have important second order effects which could impact the decision. An even broader set of questions arise if the investor has a relevant social agenda. Herein we explore how a widely diversified investor may be affected by a proposed acquisition.

Corporate Governance of Political Expenditures: 2011 Benchmark Report on S&P 500 Companies

IRRC Institute, Si2 – Friday, November 11, 2011
A new study finds that corporate accountability and disclosure of political expenditures is on the upswing, with the boards of 31 percent of S&P 500 companies now explicitly overseeing such spending, compared to 23 percent in 2010. However, this increased oversight and transparency does not necessarily translate into less spending, as companies with board oversight of political expenditures spent about 30 percent more in 2010 than those without such explicit policies.

Weinberg Center Marks 10th Anniversary

Weinberg Center Marks 10th Anniversary

PepsiCo CEO delivers keynote at anniversary celebration

April 12, 2011

Focusing on establishing an ethical corporate culture and long-term planning for results may be the keys to overcoming future corporate scandals, Indra K. Nooyi, chairman and CEO of PepsiCo told an audience of corporate VIPs at the 10th anniversary dinner for UD’s John L. Weinberg Center for Corporate Governance on Wednesday.

Held at the Hotel du Pont in Wilmington, the celebratory event brought together a variety of leaders in corporate governance, law and business in an effort to honor the center’s national contributions in forward thinking policy reforms and educational programs in the corporate law and governance fields.

According to Nooyi, who by 2010 was ranked No. 1 by Fortune on its “50 Most Powerful Women” list, the Weinberg Center itself can be a powerful force for shifting thinking toward the harmonization of profits and responsible governance.

“We must not focus on the short term but rather concentrate on creating long-term value,” said Nooyi. “We cannot regulate ourselves into good conduct—high ethical standards must come from the culture of the corporation itself.”

The Weinberg Center, which resides in the Alfred Lerner College of Business and Economics, is led by Charles Elson, Edgar S. Woolard, Jr., Chair of Corporate Governance, along with associate director Roger Coffin and administrative assistant Alba Bates.

“The Weinberg Center is now one of the nation’s leading corporate governance centers and has achieved this distinction in such a short time – 10 years,” said Bobby Gempesaw, dean of the Lerner College. “Thanks to the outstanding leadership of Professor Charles Elson, the Lerner College is able to provide students and faculty the opportunity to engage with top business leaders, lawyers, judges and the public in the latest issues in corporate governance.”

Over the past 10 years, the Weinberg Center has worked at the highest levels of policy and lawmaking, including testifying before Congress and regulatory bodies in Washington, D.C., counseling legislators on matters of corporate law and governance and working with boards of directors and CEOs.

In addition, the Weinberg Center fulfills an important educational mission at the University through a unique and acclaimed corporate governance course at the undergraduate and MBA levels.

A distinctive element of the curriculum of the corporate governance course includes hosted panel discussions of leading business and other experts who come to Delaware to share views and create solutions to economic, market and legal issues.

Article by Kathryn A. Marrone  |  Photos by Duane Perry

The State of Engagement between U.S. Corporations and Shareholders

IRRC Institute, ISS, Marc Goldstein – Tuesday, February 22, 2011

At a time when engagement is front and center in the public debate about corporate America, this study provides the first-ever benchmarking of the level of engagement between investors and public corporations (issuers) in the United States. As evidenced by the provisions of the Dodd Frank legislation, various SEC rulemakings and the lawsuits contesting them, engagement has emerged as a central governance process for public companies in America. Despite that fact, there has never been a comprehensive picture of investor/corporate engagement and thus no consensus definition of engagement. This study attempts to rectify that lack. It surveyed 335 issuers of stock and 161 investors, including both asset owners (e.g. pension funds, trusts, etc.) and asset managers.