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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