“Lie to Me.” The name of the prime time drama on Fox is a challenge. “Go ahead. I dare you to try to pull one over on me.” The show’s protagonist, played by Tim Roth, is an expert in detecting deception and is hired by corporations, government agencies and private citizens to analyze body language.
We’ve all heard about how valuable body language is in interpersonal communication, but is Lie to Me more fiction than fact? Not even close. The investment community is now using real-life consulting firms like the one in Lie to Me to analyze the truthfulness of corporate executives.
In his 2010 book Broker, Trader, Lawyer Spy, POLITICO White House Reporter Eamon Javers recounts stories of former CIA agents working with major hedge funds and bulge bracket investment banks. Boston-based Business Intelligence Advisors (BIA) is one firm mentioned by name in Javers’ book. BIA, which consults solely for the financial services industry, including institutional investors and venture capitalists, is comprised of former intelligence community agents. Continue reading
Hello again. We took a bit of a hiatus from blogging this summer, but we are now back to share a Halloween story sure to scare you straight!
Unless you are one of the 33 Chilean miners that were trapped underground for the past two months, you have likely been watching the drama unfold on Capitol Hill as the Business Roundtable and the U.S. Chamber of Commerce challenged the legality of the SEC’s new proxy access rule 14a-11, which allows qualifying shareholders to nominate directors for election at shareholder meetings and requires the corporation to include those nominees in the standard proxy statement. The petitioners claim that the new rules are subjective and violate federal and state law and the United States Constitution, and that the SEC did not assess the effect of the rules on efficiency, competition and capital formation. As a result, implementation of the rule has been delayed pending a resolution of the Court of Appeals. So the new proxy access rules will most likely not be implemented until the 2012 proxy season, at the earliest. Upon hearing this news, public corporations across the nation let out a collective sigh of relief. Continue reading
The term “shareholder activism” can sometimes send a shiver down your spine and conjure up all kinds of unwelcome events – unhappy shareholders, proxy contests, shareholder proposals, 13D filings and withhold vote campaigns, to name just a few.
I recently moderated a NIRI Virtual Chapter webinar on “Shareholder Activism Trends.” The participants, consisting mainly of IROs at mid- and small-cap companies, were polled on several questions. The first question was, “Do you have a detailed plan in place for dealing with shareholder activism?” The majority answered “no.”
It may not be feasible to have a detailed plan for dealing with a threat that can take so many different forms. The lawmen and bandits who fought it out at the infamous O.K. Corral in 1881 had no idea how the showdown would play out – and neither will you if your company becomes an activist’s target. But that doesn’t mean you can’t be prepared. Here are four steps. Continue reading
With proxy season on the horizon, a new SEC rule will be requiring companies to justify the structure of the board’s leadership. That could have some companies thinking about whether the roles of chairman and CEO should be separated – an issue that’s been hotly contested for years.
Proponents of taking an axe to the two positions contend that combining them puts too much power in the hands of one person and creates an inherent conflict of interest. Their preference is to seat an outside director as chairman to ensure the board stays truly independent from management. The CEO can then focus on running the business while the chairman is tasked with protecting the interests of shareholders, including evaluating management’s performance. Continue reading