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

Alliance Advisors’ experience and knowledge assists corporations with implementing and executing corporate governance principles that guide the Board of Directors and executive management through today’s complex business environment. Our Governance Advisory Group which consists of four former ISS professionals together with our proxy executives counsel corporations on executive compensation issues, shareholder activism, proxy contests, mergers and acquisitions and management and shareholder proposals. Our advisory services include Equity Plan Analysis, Institutional Outreach Programs and our highly innovative Activist Risk Score.

As Boards of Directors are actively pursuing best in class practices, Alliance provides our clients with a unique Board Evaluation Program which fulfills the basic components of an annual board assessment addressing issues such as board performance, refreshment, tenure, diversity and structure. Alliance also inventories and compares a Board’s skillsets and corporate governance practices in comparison to their peer group and from the viewpoint of their institutional investors and the proxy advisory firms.



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.


D.F. King

D.F. King, an AST company, 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 for over 70 years. 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. As best practices and regulations evolve, D.F. King supports companies by providing critical information to stay informed and mitigate potential concerns. D.F. King offers a full suite of proxy solutions to help deliver favorable vote outcomes and keep your board apprised of the latest trends and changes to the corporate governance landscape so that positive momentum stays intact.

Call (212) 269-5550 or visit www.dfking.com for more information.

Donnelley Financial Solutions

Each year we help more than one third of the publicly-held companies in North America produce and distribute their proxy materials. This assistance includes content advisory and management, message development, writing and editing, design, web hosting, regulatory filing, printing, and distribution, as well as endto-end annual meeting services. We deliver thought leadership, best practices and primary research about key audiences, asking the questions that challenge traditional assumptions and enable us to distill the issues about which investors care most.

Strategic discussions with Donnelley Financial Solutions’ Director of Corporate Governance Services help develop a tailored approach to reach shareholders more effectively. During these strategy sessions, we review:

• Past voting results and recent performance

• Goals and objectives for the proxy statement

• Best practices on content, structure, format, design, and document navigation to support the company’s goals and objectives

Based on this assessment, we recommend highimpact changes in content, structure, language and design to highlight your company’s strengths, achievements and executive compensation alignment and to demonstrate your commitment to good governance and shareholder engagement. Additionally, our designers find solutions that are visually appealing, functionally resilient and strategically sophisticated.

Our financial writers and editors are experts in clarifying core messages and in helping clients articulate their vision, their practices and their performance in plain English. Whether crafting a narrative from scratch or editing existing prose, we work with your executives and legal and compliance professionals to ensure the language in the proxy statement is clear, accessible and useful to the investment community – as it satisfies compliance obligations. Particular focus is given to explaining the relevance of items subject to voting decisions.

• Logically organizing information as it relates to matters up for a shareholder vote

• Eliminating redundant information

• Using a direct, accessible tone

• Eliminating jargon and defining industry terms in plain English

• Streamlining sentence structure and ensuring proper punctuation, grammar, and syntax

• Adding glossaries

Ron Schneider Director, Corporate Governance Services

212.341.7593 Ronald.m.schneider@dfsco.com dfsco.com



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

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

Morrow Sodali

Through our Corporate Governance Consulting, Morrow Sodali provides our clients with insights and updates on governance-related matters on an ongoing basis, including the assessment of best practices and emerging trends as they relate specifically toour client’s circumstances. As part of our year-round consulting engagement, we analyze each client’s shareholder profile, provide guidance on the full range of compensation and governance matters, and most importantly, anticipate potential corporate governance challenges to minimize the risk of activism. As we assess potential risks from emerging trends or changes in ownership position, we provide strategic, practical and insightful advice to help clients make informed decisions. Our subject matter expertise covers environmental, social and governance (ESG), including sustainability, executive compensation, and board composition and evaluation. In addition to proxy solicitation, our team members have expertise in stock surveillance and executive compensation.

Morrow Sodali is the leading global consultancy providing comprehensive governance and shareholder services to corporate clients around the world. We provide companies and their board of directors with strategic advice and services in corporate governance, capital markets intelligence, shareholder communication and engagement, proxy solicitation, activism and related ownership issues.

With headquarters in New York and London and local offices and partners in ten countries, Morrow Sodali serves more than 700 corporate clients in 40 countries, including many of the world’s largest multinational corporations. In addition to listed and private companies, its clients include mutual funds, stock exchanges, membership associations and activist investors.

William Ultan (203) 658-9449



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