pad

Corporate Governance Background Reports

These background reports cover a wide range of corporate governance issues affecting holders of U.S. company stock. The reports provide in-depth analysis on key concerns for shareholders including classified boards, poison pills, golden parachutes, and a host of other issues.

All publications are available ONLY in electronic format for immediate download upon credit card purchase.

cogobarepad

pad
Classified Boards 2007pad
Though declining in prevalence, classified, or staggered, boards remain one of the most potent takeover defenses in corporate arsenals. This annual report updates key statistics and trends in classified board structures and provides background about the economic impact of classified boards, as well as state law and SEC positions. Management and shareholder proposals from the previous year are summarized with voting results. Also detailed is a rundown of shareholder proposals submitted during the current proxy season.

To view a sample of the report, please click here.
pad
CB07pad$990.00pad
padConfidential & Cumulative Voting 2007pad
Issues related to confidential and cumulative voting have receded somewhat in recent years, but they remain a focus of some shareholder activists. The 2007 report examines shareholder proposals on confidential and cumulative voting and management responses. Also reviewed are the debate over confidential voting, the impact of confidential voting, and background on cumulative voting and state laws.

To view a sample of the report, please click here.
pad
CCV07pad$850.00pad
pad
pad
D&O Liability 2007pad
This annual report reviews the latest shareholder and management proposals on director and officer liability and indemnification. It also summarizes historical background on these issues, which have in recent years received heightened attention from shareholders. The report also provides background on proposals on reincorporations and details proxy voting guidelines related to these issues.

To view a sample of the report, please click here.
pad
DOL07pad$850.00pad
padDirector Pay 2007pad
The 2007 report examines changes in total remuneration, retainers, meeting fees and other components of director pay. The report also details recent shareholder proposals seeking to address concerns over director pay, as well as those proposed in 2007.

To view a sample of the report, please click here.
pad
DP07pad$850.00pad
pad
pad
Election of Directors 2007pad
The dominant U.S. understanding of corporate governance places the board of directors at the fulcrum for establishing accountability of management and for representing the long-term interests of shareholders. This report looks at all aspects of director elections, from the recent movement to promote majority vote requirements for director elections, to diversity in the boardroom. The report provides vote results on all shareholder proposals related to director elections in 2006, and previews those submitted in 2007.

To view a sample of the report, please click here.
pad
ED07pad$850.00pad
padGolden Parachutes 2007pad
The latest developments related to golden parachutes are covered in this annual report including their economic impact, tax and other regulatory issues. You'll find shareholder proposal reviews, voting results from the 2006 proxy season and those submitted in 2007. The report addresses management actions and other types of change-in-control arrangements.

To view a sample of the report, please click here.
pad
GP07pad$850.00pad
pad
pad
Labor Shareholder Activism 2006pad
Labor unions are among the most vocal of shareholder activists having led the charge in recent years on such key issues as board election reform and efforts to curb executive pay. This 2006 report details efforts by labor funds to reshape the corporate governance landscape in the wake of Enron, the challenges they face from corporate issuers and the wider business community, and provides shareholder proposal data dating back to 2004.

To view a sample of the report, please click here.
pad
LSA06pad$850.00pad
padManagement Proposals on Executive Compensation 2007pad
This report takes a look at the latest trends in reforming or restricting executive compensation including performance-based criteria, backdating of options, SERPS, and awards of restricted stocks. Regulatory requirements and other developments affecting management pay are discussed.

To view a sample of the report, please click here.
pad
ECMP07pad$900.00pad
pad
pad
Poison Pills 2007pad
This report features up-to-date statistics and background on shareholder rights plans (poison pills) including various types of pill and specific features such as TIDE (three year independent director evaluation) provisions. Also addressed is the economic impact of poison pills, recent state law rulings and legislation, management and shareholder proposals related to pills, and details on proposal proponents pushing for companies to redeem pills or allow shareholders to vote on their adoption.

To view a sample of the report, please click here.
pad
PP07pad$1,190.00pad
padShareholder Proposals on Executive and Employee Compensation 2007pad
Executive compensation is a hot button issue for many shareholders and this annual report gives background on this key concern as well as results of recent shareholder proposals on executive pay. Also included are previews of proposals for the current proxy season proposals and key details on shareholder activists at the forefront of efforts to curb executive pay.

To view a sample of the report, please click here.
pad
ECSP07pad$850.00pad
pad
pad
Shareholder Rights to Call Special Meetings and Act by Written Consent Background Report 2007pad
History and discussion of issues related to shareholders' right to call special meetings and to act by written consent are featured in this background report. Recent management and shareholder proposals also are reviewed.

To view a sample of the report, please click here.
pad
SMWC07pad$850.00pad
pad


All sales are final and non-refundable. For ISS Governance Bookstore questions, please email bookstore@riskmetrics.com.