• What is a 10b5-1 trading plan?
    By Priya Cherian Huskins
    EXECUTIVE COMPENSATION Securities and Exchange Act of 1934 and Rule lOb-5, with the thrust of the allegations being that company insiders committed fraud on the market, usually through false dis- closure or failure to make necessary disclosures so as to support the price of a company's stock. To pre...
  • Narrow parochialism bodes ill for the US
    TRENDS TO WATCH Drivers of the future Everywhere one turns, major change is under way. A roundup of forces to monitor closely... the trend may not be your friend. Narrow parochialism bodes ill for the U.S. Ed. Note: Robert L. Dilenschneider, chairman of The Dilensch- neider Group, a strategic commun...
  • A wary vision of accelerating technology, epochal changes.
    TRENDS TO WATCH Drivers of the future Everywhere one turns, major change is under way. A roundup of forces to monitor closely... the trend may not be your friend. Narrow parochialism bodes ill for the U.S. Ed. Note: Robert L. Dilenschneider, chairman of The Dilensch- neider Group, a strategic commun...
  • Exec pay: A new era of simplicity?
    Issue: 2007 Annual Report
    TRENDS TO WATCH Exec pay: A new era of simplicity? Ed. Note: The following is drawn from a Mercer Human Re- source Consulting advisory released in spring 2007 on the cur- rent state and future direction of executive compensation. T RANSPARENCY May Be the Goal, but Complexity Is the Result. The SEC a...
  • The unfolding of Future Inc.
    TRENDS TO WATCH Exec pay: A new era of simplicity? Ed. Note: The following is drawn from a Mercer Human Re- source Consulting advisory released in spring 2007 on the cur- rent state and future direction of executive compensation. T RANSPARENCY May Be the Goal, but Complexity Is the Result. The SEC a...
  • The 'hot jobs' and what's powering their demand
    Issue: 2007 Annual Report
    TRENDS TO WATCH future benefits. We can expect not only criticism of the benefits but confusion about how the values were derived. Less perplexing but perhaps equally infiam- matory will be the disclosure of per- quisites. In the past, the threshold for disclosure of perquisites was higher and compa...
  • 2006 Article Index.
    2OO6 ARTICLE INDEX 2006 Article Index The hot issues and tough topics that DIRECTORS & BOARDS authors addressed lastyear. Bankruptcy Beyond the 'Zone of Insolvency' — A growing risk area for directors is the de- veloping theory of'deepening insolven- cy.' By Doug Raymond of Drinker Biddle & ...
  • Just another board meeting
    ENDNOTE Just another board meeting A budget review, a CEO briefing ... and a food fight. BY TOM PERKINS Ed. Nofe: As a director of Hewlett-Pack- ard Co., Tom Perkins was a key figure in one ofthe biggest governance stories of 2006 — the bungled investigation of the H-P board over leaks to the press....
  • Is 60 the time to move on?
    Issue: 2007 Fourth Quarter
    By Robert H. Rock
    Directors www.directorsandboards.com EDITORIAL ADVISORY BOARD Robert H. Rock President, MLR Holdings Chainimii Norman R. Augustine Former Chairman and CEO Lockheed Martin Corp. Robert L. Crandall Former Chairman and CEO AMR Corp. Robert L. Dilenschneider Chairman The Dilenschneider Group Inc. Theodo...
  • Surrogate reader
    Issue: 2007 Fourth Quarter
    VDOc fc^ ^ vvww.director: .directorsandboards.com James Kristie Editor and Associate Publisher Barbara Spector Hoffer Kaback Kelly McCarthy Contributing Editors lerri Smith-Baldwin Accounting BUI Cooke BILL COOKE -I- COMPANY Design & Production Published by MLR Holdings LLC Milton L. Rock Chairm...
  • 'Access denied!' redux
    Issue: 2007 Fourth Quarter
    By Hoffer Kaback
    QUIDDITIES 'Access denied!' redux The SEC is poised to act. Maybe. BY HOFFER KABACK S HOULD SHAREHOLDERS be given the right to have information about their own slate of direc- tor-candidates included in the company's proxy statement? Readers experiencing deja vu can be assured that that sensation is...
  • How it begins' fraud, that is
    Issue: 2007 Fourth Quarter
    By Gary Sutton
    SUTTON'S LAWS How it begins... fraud, that is Don't tell anybody to do something wrong. Just apply some sly pressure, along with a pat on the back. BY GARY SUTTON T HE CHAIRMAN wants you in his office tomorrow, at 10 a.m.," she said. Yikes. I had been a CEO for all of two quarters and was partially ...
  • Opening the door to shareholder proposals
    Issue: 2007 Fourth Quarter
    By Doug Raymond
    LEGAL BRIEF Opening the door to shareholder proposals Are you ready to respond to the Woke' of your shareowners. BY DOUG RAYMOND T HIS YEAR, shareholders, espe- cially of large companies, have enjoyed unprecedented influ- ence in corporate governance. Traditionally, and almost reflexively, sharehold...
  • D&O liability: Is this the calm before the storm?
    Issue: 2007 Fourth Quarter
    By Randy Hein
    RISK MATTERS D&O Uability: Is this the calm before the storm? Directors have enjoyed a good run on good news. But important cautions must be offered. BY RANDY HEIN A UGUST'S WHIPSAWING stock market should serve as an important reminder that, when it comes to financial markets, there is peril in ...
  • In search of smarter capital
    Issue: 2007 Fourth Quarter
    By Tom Quindlen
    COMPETITIVE EDGE In search of smarter capital On the importance of finding the best lender, not just the best rate. BY TOM QUINDLEN W HEN FINANCIAL markets are flush, lenders often compete based on price or by offering covenant- light or even restriction-free loans. Cap- ital becomes a commodity, an...
  • When you descend for the 'royal visit'
    Issue: 2007 Fourth Quarter
    By Omar Khan
    GLOBAL LEADERSHIP When you descend for the 'royal visit' A few leadership tips for interacting with your global teams. BY OMAR KHAN B USINESS LEADERS who oversee global enterprises often do nol reflect adequately on what real value-addition would look and feel like from the perspective of their team...
  • Leveraging directors as deal sources
    Issue: 2007 Fourth Quarter
    BIG DEAL Leveraging directors as deal sources How Challenger Capital Croup empowers its board to tee up M&A and private equity opportunities. BY MARK W. STEPHENS AND DOUGLAS D. WHEAT W HILE THE ROLE of board members falls under in- creased responsibility in an era of greater trans- parency and a...
  • How to rake in excess returns
    By Justin Pettit
    GUEST COLUMN How to rake in excess returns Seven ways to take advantage of counterintuitive industrial trends. BY JUSTIN PETTIT A NYONE LOOKING to make money in today's challenging environment might well hene- fjt by identifying glob...
  • What is this thing called CEO leadership?
    Issue: 2007 Fourth Quarter
    By Harry M. Jansen Kraemer Jr.
    LEADERSHIP What is this thing called CEO leadership? Whether ifs a public company or a private equity-run business, both need leaders who embody these 10 crucial characteristics. BY HARRY IM. JANSEN KRAEMER JR. G IVEN THE SIGNIFICANT GROWTH of the private equity industry in the past several years, i...
  • A board's template to evaluate the IRO
    Issue: 2007 Fourth Quarter
    By Louis M. Thompson Jr.
    INVESTOR RELATIONS A board's template to evaluate the IRO Don't be blindsided by issues raised in the investment community. Do a check-up on the capability of your investor relations function. BY LOUIS M. THOMPSON JR. T AKE A LOOK at what could well result in the "perfect storm" for director electio...