Substituting expert judgment for business judgment

By rickColosimo / May 1, 2013 /

I’ve been reading too much about some fundamentally misguided corporate governance notions from Cornell Law School professor Lynn Stout.  Maybe it’s the author of the piece trying to make something out of nothing, but the article reads as if Prof. Stout simply knows what’s best for corporations, individual shareholders, and institutional investors. While it’s not…

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NACD – Years late, Millions of $$$ short

By rickColosimo / June 26, 2012 /

The industry group for public company directors, the NACD, recently announced that they’re producing a guide to compensation structures to help connect pay to performance. The purpose is apparently to guide corporate directors, in part because  directors on compensation committees are under unprecedented pressure to define the strategy and rationale for their executive compensation decisions.…

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Use 409A risk & expense to improve the company

By rickColosimo / March 24, 2009 /

This short summary notes that IRC Section 409Ais now effective (actually as of January 1, 2009). While there are number of well-known types of deferred compensation that are subject to 409A, there is one area where the exact application of the law can be confusing even to those who specialize in general corporate practice.Incentive stock…

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When directors understand governance

By rickColosimo / February 9, 2009 /

Footnoted, a regular read for us, recently found some great references to intra-board conflict resolution, or the lack thereof. This memo by director Thomas Hallagan explains several of the reasons he decided to leave the board of Amerisafe at the expiration of his term. We’ve heard similar comments from directors at other companies, although not…

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