titel
Helping public companies and their suppliers deliver better and more cost-effective programs since 1994

Corporate governance consulting

This has been the fastest growing service on the supplier scene these days – both in terms of the number and variety of would-be providers and in terms of the total dollars being spent...Please be sure to peruse our 2017 Special Supplement with care...

The biggest dollars are being spent where there are real, or imagined, or simply theoretically-possible threats from activist investors. Here, the top three or four law firms and investment banking firms are raking in mega-millions - and the sky seems to be the limit when it comes to winning the day if an activist knocks on the door.

Read more

The top three or four proxy solicitation firms are taking in pretty big bucks here too, and there are a half-dozen excellent firms out there with specialized niches and areas of expertise. (See our section about Proxy Solicitors and Advisors for more detail,).

There are also a few “boutique-like providers” of corporate governance advice, aimed at heading off or defusing activist beefs whenever possible…and lately, to assure that the Say-On-Pay proposal will pass comfortably, and that all directors will get a 90% or better approval rate.

There are also a number of individual hands-on experts - three of them mentioned in the preceding article - who can help companies benchmark and upgrade their corporate governance practices, committee charters, etc. against the best in class – and to do it in a careful, workmanlike and cost-effective way.

The best advice we can offer in just a few words is the advice that activist Greg Taxin offered in our December 2014 issue: “Don’t allow advisors to run their standard playbooks. Where activist investors are concerned, officers and directors need to steel themselves against what is basically a mercenary army of people, who like war. Make sure you do not get yourselves inextricably on this path because the people who are driving the train are ‘built for war’.”

Alliance Advisors

Corporate governance best practices ensure a structure that benefits the shareholders, the director’s, management, employees, and customers by ensuring that the organization follows the highest ethical standards as well as formal laws and regulations. These practices involve operational and legal procedures that address issues including the composition of the board, auditing guidelines, risk mitigation, as well as director and management code of conduct. Alliance Advisors has the experience and knowledge to assist corporations in the creation, implementation, and execution of corporate governance principles that guide directors and officers through the complex and challenging business landscape.

Our Governance Advisory Group which consists of 4 former ISS executives together with our proxy executives counsel corporations on executive compensation issues, shareholder activism, proxy contests, mergers and acquisitions, management initiatives and shareholder proposals. Our advisory services include Equity Plan Analysis, Institutional Outreach Programs and our highly innovative Board Risk Score.

www.allianceadvisorsllc.com

Broadridge

Broadridge helps corporate governance professionals simplify shareholder management, efficiently navigate regulatory and compliance requirements and gain further insights about share ownership and voting behavior, Broadridge offers a uniquely flexible and customizable shareholder program.

Our services include:

  • Transfer Agent Services. Broadridge offers a simplified approach to shareholder management, more flexibility based on your unique needs, and more insight into your shareholder base.
  • Shareholder Communications. Proxy, annual report, and corporate actions and solutions help you communicate effectively with shareholders and efficiently manage the complexities of corporate governance.
  • Shareholder Data Services. To gain a complete, actionable view of shareholder ownership, voting behavior and results at critical milestones throughout the proxy campaign, Broadridge now offers Shareholder Data Services, a comprehensive reporting package. It uniquely provides a multi-dimensional view of data to deliver an “early warning” detection of potential issues during the campaign; a vote projection analysis based on ownership and voting trends; and historical voting results, including benchmarking data.
  • Annual Meeting Services. We provide the resources to help you manage the entire annual meeting process -- from planning and distribution to vote tabulation and reporting—across all shareholders Virtual, in-person, and hybrid meeting options engage shareholders and offer a full range of voting methods.
  • A Seamless Proxy Process. Our Registered and Beneficial Shareholder Proxy Solutions remove the burden from you to coordinate multiple vendors. There are no budget surprises and we help you save time and cut costs by consolidating all steps of the process—from planning and distribution to vote tabulation and reporting—across all shareholders.

www.broadridge.com/corporateissuer

DF King

D.F.. King is a globally-recognized leader in proxy solicitation, financial communications and corporate governance consulting. With unparalleled experience in merger votes, proxy contests and tender/exchange offers for corporate control, the firm has advised corporations, shareholder groups, investment bankers and securities attorneys since 1942. Internationally and domestically, from cross-border acquisitions to bankruptcy reorganizations, D.F.. King has played a role in many of the highest-profile corporate transformations of the past 70 years.

(212) 269 5550 • www.DFKing.com

GSG

Board governance doesn’t come in a one-size fits all package. “Best practices” must be adopted in a manner that fits your board’s needs and culture. Whether it’s gaining an independent perspective on your board’s governance practices, learning how to adopt new rules effectively, obtaining a governance “tune-up,” or receiving counsel on a difficult issue, GSG will help your board become more effective. Call Denise Kuprionis at The Governance Solutions Group and use her 20 years of C-suite and in-boardroom experience to give your board a credibility advantage.

Denise Kuprionis
GSG: The Governance
Solutions Group
(513) 272.8500
www.gsgboards.com

Jane F. Ludlow, MBA, CPA: Customized Compliance and Governance Consulting

Jane F. Ludlow, MBA, CPA provides customized consulting services to corporations in the areas of corporate policy development and implementation, improving the effectiveness of business ethics and compliance programs, board processes and overall corporate governance matters. Among her projects; developing a Conflicts of Interest Compliance Program, including corporate policies and an Internet-based training program for an international pharmaceutical company, developing concise corporate policies for a large publicly-held insurance company and a redesign of all Board and Committee processes for a university alumni association. Earlier, Ms. Ludlow was Executive Director - Corporate Governance of Bell Atlantic Corporation where she was responsible for development and communication of key corporate policies throughout the corporation, and where she managed governance activities related to Bell Atlantic’s merger with NYNEX. She has extensive experience in managing board processes, agenda planning, meeting content and logistics and board compensation, and for planning and managing shareholders’ meetings.

(215) 620-1350 • janefludlow@gmail.comjanefludlowcpa.com

Mackenzie Partners

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. Our extensive work and experience in corporate control contests keeps us at the forefront of the leading issues in corporate governance and how they affect both management and the investment community.

We provide background research and analyses on shareholder proposals covering a broad area of governance issues, including but not limited to, cumulative voting, director compensation, classified boards, shareholder rights plans and how various institutions tend to vote in these situations.

We also counsel management and the Board as to whether a proposal is likely to pass and develop vote projections to support our views.

MacKenzie Partners Inc.
105 Madison Avenue
New York, NY 10016
www.mackenziepartners.com
800-322-2885

Regan & Associates

Leading the way in Proxy Solicitation, Mutual Bank and Credit Union Conversions, and Proxy Fights

Always remember: “What works on Wall Street doesn’t always work on Main Street” We are THE EXPERTS at what will work on Main Street.

www.ReganProxy.com • (212) 587-3005 • (800) 737-3426

Veaco Group

Veaco Group is a corporate governance consulting firm founded by Kristina Veaco in recognition of a need for practical governance support for the boards and senior management of both for-profit and non-profit entities. We have direct and personal experience implementing governance processes and we have worked closely with boards as their trusted advisors as governance consultants and previously in our Corporate Secretary roles. As lawyers we understand boards’ fiduciary obligations and the support board members need to meet those obligations. This practical and legal experience sets us apart from many governance consulting firms. We provide independent board evaluations in recognition of the increasing desire of boards to have a trusted third party provider with our particular experience design a process suited to their particular needs and to conduct their annual evaluations.

Our Services include:

  • Board Evaluations/Board Effectiveness Studies
  • Board Skills Assessments
  • Governance Audits
  • Corporate Governance Consulting and Advisory Services
  • Governance Solutions

(415) 731-3111 • kveaco@veacogroup.comwww.veacogroup.com