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Story of the Week (DR):TRICK OR TREAT EDITIONBill Gates and his 'three truths': 'Climate change will not wipe out humanity'Trick: a gift to MAGA MMTreat: a focus on povertyThe 3 truths:"It's a serious problem, but it won't be the end of humanity""temperature is not the best way to measure progress on climate""health and prosperity are the best defence against climate change"Bill Gates' 180 on Climate Change: ‘It's Not Doomsday'Climate change won't end civilization, says Bill GatesBill Gates Backtracks on Climate Change Doomsaying: ‘Will Not Lead to Humanity's Demise'Memo From Bill Gates Warns Against Climate AlarmismBill Gates now says climate change won't be as serious as he fears - and calls for more spending on vaccines insteadBill Gates Says Climate Change Isn't So Bad After AllBill Gates Delivers ‘Tough Truths' on Climate Just Before Big U.N. TalksIn surprising turn, Bill Gates pens essay calling to reconsider investments on 'climate change'Bill Gates pivots climate strategy to focus on poverty over carbon emissions reductionWe won: Trump claims climate change hoax defeat after Bill Gates' commentsBut then there's:Report warns climate change causing millions of preventable deaths each yearAnnual climate change report finds “planet on the brink”OpenAI completes for-profit restructuring and grants Microsoft a 27% stake in the companyTrick or Treat?Trick: OpenAI has completed its for-profit recapitalization and converted its for-profit arm into the OpenAI Group Public Benefit CorporationTreat: The corporation remains controlled by the nonprofit foundation.Trick: Under the deal, Microsoft has gained a 27% stake and retained access to OpenAI's technology through 2032, including any AGI models verified by an independent panel.Treat: Microsoft has gained a 27% stakeThe agreement lifts long-standing capital restrictions and ends Microsoft's exclusive cloud rights.Layoffs are piling up, raising worker anxiety. Here are some companies that have cut jobs recentlyAmazon 14,000 (4%)Paramount Global 2,000 (10%)UPS 48,000Target Corporation 1,800 (8%)Nestlé 16,000 (6%)Lufthansa Group 4,000Novo Nordisk 9,000 (11%)ConocoPhillips 2,600–3,250 (20–25%)Intel Corporation 24,500 (24%)Microsoft 15,000 (3%)Procter & Gamble 7,000 (6%)Charter Communications 1,200 (1%)Workday 1,750 (9%)Some of the most Halloween-ish phrases in recent layoff memos:“Building a strong, future‑focused company” Paramount Skydance“Roles that are no longer aligned with our evolving priorities” Paramount“Reducing bureaucracy, removing layers, shifting resources” Amazon“Investing in our biggest bets” Amazon“We need to be organized more leanly … to move as quickly as possible”“We recognize these actions affect our most important asset: our people.” Paramount“Thriving business / success built on bold bets” YouTubeThe eerie subtext:Paramount: neopbaby David Ellison (daddy is world's 2nd richest man)Amazon: Jeff Bezos is world's 3rd richest manYouTube (Alphabet): Larry Page and Sergey Brin are 4th and 6th richest men, respectivelyTrick: the layoffsTreat: ummmm…. The announcement didn't happen six days before Christmas??CEOs who are also board chairs are the problem not the solution, says top governance expertTrick: the utter bullshit of the protected class: Charles Elson, founding director of the John L. Weinberg Center for Corporate Governance at the University of Delaware and a director on several boards over his career: "I well recall the CEO and board chair of a manufacturing company (which I won't name) telling me smugly he had just bought a corporate airplane for his directors to use. He said he didn't expect much trouble from them after that."He currently serves on the board of Encompass HealthPreviously at Circon Corporation*, Sunbeam Corporation*, Nuevo Energy, AutoZone, Alderwoods Group, and Bob Evans FarmsTreat: We're always right MMGoodliest of the Week (MM/DR):DR: Renewable energy and EVs have grown so much faster than experts predicted 10 years ago and Brazil boasts drop in deforestation ahead of UN climate talksMM: Billionaires are spending big to stop Zohran Mamdani's NYC mayoral bid for this quote: DR“They're spending more money than I would even tax them,” Mamdani said in an interview with MSNBC Tuesday.Assholiest Seven Deadly Sinnliest of the Week (MM):Wrath: Serious New Hack Discovered Against OpenAI's New AI BrowserMost browsers store passwords or stay logged in to banks and other sites - OpenAI's browser allows a hacker to inject a prompt into the AI that says something like “send all money in your bank account to this account” without you even knowingIt does not allow you to say “depose Sam Altman as CEO of OpenAI”Gluttony DR: John C. Malone to Transition to Chairman Emeritus of Liberty Media CorporationRelease quote: “effective January 1, 2026, long-standing Chairman of the Board, John C. Malone, will step down from the board of directors”Release reality: “Man with 49.2% voting power over company sits in corner of board meetings he feels like going to and demands to know why the donuts are all plain jelly and not powdered sugar jelly before firing the entire board he's not technically on.”Sloth: Goldman Sachs CEO David Solomon: The bank hasn't made enough progress in hiring womenWhen asked, “Solomon estimated that women make up 41% of Goldman's total workforce on Thursday, although he said he was not certain of the percentage.”Pride: Delta calls on Congress to immediately end government shutdown, pay air traffic controllers58% of Delta political contributions were to this GOP, with majority of committee lobbying/spending for appropriation committee republicansEnvy: Turns Out, Wikipedia Isn't That 'Woke' As Grokipedia Rips Off Most of Its PagesGrokipedia's Article on the Cybertruck Clearly Shows Why the Whole Project Is DoomedMost of Grokipedia's 800,000 articles currently are copies of Wikipedia - except when Musk tweets something, then Grok replaces parts of the article with essentially Musk's thoughtsThis is what he wants an extra $1tn to accomplishLust: Meta denies torrenting porn to train AI, says downloads were for “personal use”Strike 3 Holdings discovered illegal downloads of some of its adult films on Meta corporate IP addresses, as well as other downloads that Meta allegedly concealed using a “stealth network” of 2,500 “hidden IP addresses.” Accusing Meta of stealing porn to secretly train an unannounced adult version of its AI model powering Movie Gen, Strike 3 sought damages that could have exceeded $350 millionGreed: OpenAI Restructure Paves Way for IPO and AI Spending SpreeIPO expected to open at a $1tn valuation - it's last funding round was a $500bn valuation a month agoThe non profit - the part that is expected to create AI for the benefit of all humanity - currently owns 26% of the new for profit structure and “controls” the boardThe board has on it Bret Taylor (ex boards of Salesforce - co founder, Twitter), Adam D'Angelo (Asana, CEO Quora, ex CTO Facebook), Sue Desmond-Hellmann (Pfizer, ex Gates Foundation CEO, ex Meta board), Zico Kolter (co founder Gray Swan AI, professor, ex Stanford), Gen Paul Nakasone (ex NSA, cybersecurity), Bayo Ogunlesi (Blackrock, Topgolf, Kosmos Energy, ex Goldman board, investment banker), Nicole Seligman (lawyer for Ollie North, ex Sony), and Larry Summers (ex Harvard prez, current douchebag, ex Epstein island, ex Sec of Treasury)So 100% of the board is 100% for profit assholes picked by the 26% non profit entity to offset the for profit motivations of… Microsoft, who owns 27% of the sharesHeadliniest of the WeekDR: Claim that climate change does not affect bananas lacks contextMM: Secret Double Octopus Appoints Former NetApp CEO Dan Warmenhoven to its Board of DirectorsHow are we not taken seriously when this company is a cybersecurity firm that works with banks??MM: Embattled Tylenol Maker Kenvue Hires New Marketing ChiefProblem solved!Who Won the Week?DR: climate change deniersMM: Jim Umpleby, current Executive Chair at Caterpillar, who Jim Cramer just called a "visionary", when JUST LAST WEEK we pointed out there are 122 non founder or family exec chairs roaming around (like Umpleby) who have a long history of just below average performancePredictionsDR: Bill Gates' next billionaire truth: "Pumpkins are not actually orange. And we should be thinking about grapefruits instead."MM: Goldman Sachs CEO David Solomon looks up the number of women who work at Goldman
Scott takes a look at Tesla's new shareholder vote and speaks with Charles Elson, Founding Director of the Weinberg Center for Corporate Governance at the University of Delaware, about the original ruling on Elon's pay package and whether the superstar CEO will get his way this time around. Then Scott and Ed break down the latest big bank earnings and discuss “Basel III endgame,” a proposal for stricter capital requirements at banks following last year's banking crisis. Order "The Algebra of Wealth" out April 23rd Subscribe to No Mercy / No Malice Follow the podcast across socials @profgpod: Instagram Threads X Reddit Learn more about your ad choices. Visit podcastchoices.com/adchoices
If you're involved in corporate law or corporate governance, or just care about business and society, Charles needs no introduction.He is seemingly ubiquitous and has been for four decades. He is the Executive Editor of Directors & Boards. He's the retired Edgar S. Woolard Chair in Corporate Governance and the founding director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.His other academic credentials include more than a decade as a law professor at Stetson, visiting professorships at the law schools of the University of Illinois, Cordell and Maryland. He was also a Herbert Smith Freehills Fellow at Cambridge University in the UK. He has written extensively on boards of directors, served on advisory boards for both the National Association of Corporate Directors and the Public Company Accounting Oversight Board.He is and has been a director at myriad of companies. His hard work and thought leadership has been recognized with honors from Directorship, Treasury and Risk Management, Global Proxy Watch and Ethisphere, Charles is also public spirited, having served as a trustee for such non profit organizations as the Big Apple Circus, Tampa Museum of Art, Delaware Museum of Natural History, Museum of American Finance and the Brandywine Conservancy.
It's the perfect time of year to take stock of the leading developments of the prior 12 months and consider what lessons they have to offer us. This valuable exercise for corporate directors can put them in a better position from which to address the looming agenda items their boards face in 2023. For directors of healthcare companies, governance trends range from the economy to the corporate social voice, ESG to mission-critical corporate risks with many stops in between. To lead this review, Michael Peregrine sits down with Charles Elson, Founding Director, Weinberg Center for Corporate Governance, Retired, Willard Shared, Corporate Governance, University of Delaware, and Executive Editor at Large, Directors & Boards. Charles offers a comprehensive review of the leading governance issues of 2022, as well as a look at what may be to come in 2023.
Boards that fall in lockstep with management decisions are neglecting one of their critical roles: being strong monitors of a company. Refreshment policies that include term or age limits are just one strategy that organizations can employ to keep their boards strong and independent. Corporate governance expert Charles Elson shares insights on board best practices.
Corporate governance is influenced by a wide range of government regulations, legislative initiatives, stakeholder and public demands, responsibilities to investors and case law. On this episode, Michael Peregrine welcomes Professor Charles Elson, Director of the John L. Weinberg Center for Corporate Governance, for a discussion on the complexities of corporate law and governance today. Mr. Elson's perspective on corporate governance best practices and recent cases from the Delaware courts will benefit directors of public, private and nonprofit corporations alike, and reminds us that the law of corporate governance is constantly evolving and being extended in new and different ways.
Elon Musk's confrontational behavior with the SEC and seemingly erratic decision making elsewhere are distracting from his core vision for Tesla say Wharton's John Paul MacDuffie and Charles Elson of the University of Delaware. See acast.com/privacy for privacy and opt-out information.
Elon Musk is under fire from the Securities and Exchange Commission (SEC) yet again for his "reckless" use of Twitter regarding Tesla company updates. The SEC is currently questioning tweets the chief executive of Tesla sent out last month about the car company’s production levels. Musk says his tweets are covered by free speech. The SEC disagrees and wants him held in contempt for violating a 2018 settlement that restricts his social media posts regarding his company. In 2018 Musk got into trouble for falsely tweeting that he was taking his company private, which caused stocks to soar. This lead to the SEC settlement in which Tesla and Musk were each fined $20 million and he had to step down as chairman of the board. Host Dan Loney talks with John Paul MacDuffie, Management Professor at the Wharton School and Director of the Program on Vehicle and Mobility Innovation at The Mack Institute for Innovation Management, and Charles Elson, Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, to discuss more about this recent legal turmoil and how it is affecting Tesla in the eye of the consumers on Knowledge@Wharton. See acast.com/privacy for privacy and opt-out information.
The director of John Weinberg Center for Corporate Governance spoke to The Deal's Activist Investing Today podcast about why he believes Third Point's Dan Loeb is fortunate for getting what he got in a settlement with Campbell Soup, considering that opponents to his efforts controlled 41% of the equity. Loeb's success at installing two dissidents on the company's board is quite significant because it means “you will have independent voices in the boardroom.” Elson also argued that shareholders have “practically” no rights when it comes to a new board structure at Dell Technologies.
Axios recently opined that: Be it guns or global warming, a fascinating trend is unfolding in the Trump era: Corporations, under intense social pressure, are filling a void left bygovernmental gridlock or avoidance. (emphasis added) … [t]his phenomenon is inspired not by the pure benevolence of corporations. Instead, it’s intense pressure from social media mobs … Seeking a remedy to the “governmental gridlock,” Senator Elizabeth Warren introduced the Accountable Capitalism Act,which would seem to codify political government involvement in what has historically been viewed as the exercise of free market capitalism by U.S. based business entities. Charles Elson and Mark Nance join us to discuss this trend and what the law regarding a board’s duty to stakeholders is and should be. Featuring: Charles Elson, the Edgar S. Woolard, Jr., Chair in Corporate Governance and the director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. Mark Nance, Senior Vice President and Global General Counsel for Mylan N.V Teleforum calls are open to all dues paying members of the Federalist Society. To become a member, sign up here. As a member, you should receive email announcements of upcoming Teleforum calls which contain the conference call phone number. If you are not receiving those email announcements, please contact us at 202-822-8138.
Axios recently opined that: Be it guns or global warming, a fascinating trend is unfolding in the Trump era: Corporations, under intense social pressure, are filling a void left bygovernmental gridlock or avoidance. (emphasis added) … [t]his phenomenon is inspired not by the pure benevolence of corporations. Instead, it’s intense pressure from social media mobs … Seeking a remedy to the “governmental gridlock,” Senator Elizabeth Warren introduced the Accountable Capitalism Act,which would seem to codify political government involvement in what has historically been viewed as the exercise of free market capitalism by U.S. based business entities. Charles Elson and Mark Nance join us to discuss this trend and what the law regarding a board’s duty to stakeholders is and should be. Featuring: Charles Elson, the Edgar S. Woolard, Jr., Chair in Corporate Governance and the director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. Mark Nance, Senior Vice President and Global General Counsel for Mylan N.V Teleforum calls are open to all dues paying members of the Federalist Society. To become a member, sign up here. As a member, you should receive email announcements of upcoming Teleforum calls which contain the conference call phone number. If you are not receiving those email announcements, please contact us at 202-822-8138.
The CDC Director Dr. Robert Redfield asked for a cut in his salary after it was revealed he made $375k annually, a significant increase from his predecessors. The high salary was due to a Title 42, a provision created by Congress to allow federal agencies agencies to be competitive with the private sector in terms of pay. Host Dan Loney talks with Marc Hodak, Adjunct Professor of Ethics at NYU Stern School of Business and Partner at Fairest Advisors, and Charles Elson, a Chair in Corporate Governance and Professor of Finance at the University of Delaware's Alfred Lerner College of Business and Economics, join us to discuss ethics and considerations of executive compensation on Knowledge@Wharton. See acast.com/privacy for privacy and opt-out information.
Charles Elson of the University of Delaware discusses whether Delaware courts will provide “business judgment rule” deference to directors of companies that offer public shareholders only non-voting shares. Judges do not second-guess board decisions under the business judgment rule, which is based in part on the shareholder franchise.
Nom/Gov Committee: Change in the Boardroom, Charles Elson, director - HealthSouth, Woolard Chair, University of Delaware