Here you’ll find the latest editions of annual publications produced by ISS, as well as new publications offered periodically. *All publications are available in electronic format only for immediate download upon credit card purchase. |
| ||
| 2011 Corporate Governance: State by State This publication provides an overview of state statutes for seven key corporate governance provisions: vote standard in uncontested director elections, cumulative voting, staggered terms for directors, amendment of bylaws by the board, shareholders' ability to act by written consent, special meetings of shareholders, and supermajority vote requirements. The guide includes statutes from all 50 states, the District of Columbia, and the Revised Model Business Corporation Act (RMBCA). Each statute is accompanied by a citation to the state code. 2011 Corporate Governance: State by State includes recent updates to state codes that are central to the interplay between all stakeholders in the current debate over corporate governance reform. | | Board Practices 2011 Edition 2010 saw the continued growth of majority voting at large- and mid-cap companies, yet a "small-cap gap" remains. In addition, while the percentage of directorships held by women continues to rise, minority directorships fell considerably year-over-year. In a reversal from 2009, classified boards declined in popularity and now constitute a minority of board structures at S&P 1,500 companies. These and other trends are covered in our 2011 edition of Board Practices, which covers topics such as board leadership, board committees, service on multiple boards, and related topics. Two detailed appendices provide stock ownership guidelines for study companies, as well as a snapshot of key board practices, such as average board independence levels, board leadership structure, director age, and other data. (169 PP.) |
| ||
| ||
| State Takeover Laws 2010 State Takeover Laws 2010 features a comprehensive review of the 10 most common anti-takeover provisions currently found in U.S. state laws as of Dec. 31, 2009, including: control share acquisition; control share cash-out; fair price; freeze-out; and directors’ duties. The publication profiles each state’s anti-takeover statutes, organized alphabetically by state, which summarize each state’s major takeover-related provisions. These profiles are designed for practitioners, executives and researchers who do not have time to wade through the full text of the statute. Each element of the law—the specific terms, the rules regarding applicability and coverage, the effective date, the citation—is identified and categorized. (187 PP.) | | 2009 Governance Background Report: Poison Pills Though not as prevalent as they once were, shareholder rights plans, commonly referred to as “poison pills,” remain a fixture of the corporate governance landscape. This September 2009 RiskMetrics report is chock full of statistics on pill usage at U.S. corporations, including their prevalence, most common triggers, terms and 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. (87 PP.) |
| ||
| ||
| 2009 Governance Background Report: Advance Notice Requirements Until recently, advance notice bylaws garnered modest attention, with most viewing the rules as little more than a means to ensure orderly shareholder meetings, rather than as a strategic defense. But that thinking changed when, early last year, the Delaware courts handed down two noteworthy decisions that read together suggest a judicial move towards a narrower interpretation of such provisions. Shortly thereafter, a federal district court in New York rendered an opinion stressing the importance of derivative ownership disclosure in a company’s advance notice bylaws. Against this backdrop, RiskMetrics’ 2009 Governance Background Report: Advance Notice Requirements provides an overview of the purpose of advance notice bylaws, recent legal decisions tied to such requirements, and the reaction of corporations to address potential deficiencies in such provisions. (16 PP.) | | Gilding Golden Parachutes: The Impact of Excise Tax Gross-Ups This report reviews the impact of excise tax gross-up provisions on potential change-in-control termination payments for S&P500 companies. RiskMetrics Group’s (“RMG”) analysis of the most recent proxy statements of companies in the S&P500 index as of July 1, 2008, suggests that excise tax gross-up provisions substantially increase parachute payments, thereby contributing to excessive compensation packages for departing executives. (21 PP.) |
| ||
| ||
| 2011 Corporate Governance: State by State This publication provides an overview of state statutes for seven key corporate governance provisions: vote standard in uncontested director elections, cumulative voting, staggered terms for directors, amendment of bylaws by the board, shareholders' ability to act by written consent, special meetings of shareholders, and supermajority vote requirements. The guide includes statutes from all 50 states, the District of Columbia, and the Revised Model Business Corporation Act (RMBCA). Each statute is accompanied by a citation to the state code. 2011 Corporate Governance: State by State includes recent updates to state codes that are central to the interplay between all stakeholders in the current debate over corporate governance reform. | ||
|
All sales are final and non-refundable. For ISS Governance Bookstore questions, please email bookstore@riskmetrics.com. |