Category Archives: Shareholders

Which is the tail and which is the dog?

“CBS Board Defies Shari Redstone,” The Wall Street Journal, May 18, 2018 B1.  Board tries to reduce the control exercised by an 80% shareholder.

This is going to be fun to watch (if you’re not one of the other shareholders).  Interesting question on what the controlling shareholder (and the Board) can and cannot do.

Here’s a subsequent post from another source, if you want background.  Caution – heavily legal.

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Filed under Board, Controls, Corporation, Directors, Duty, Governance, Internal controls, Investor relations, Oversight, Shareholders, Who is in charge?

Shaking up GE

GE has had a tough year.  Or two.  So it’s making major changes in the Board.

“Embattled GE Reshapes Board,” The Wall Street Journal, February 27, 2018 B1. Several directors removed after stock dropped 45% in 2017.  Eight directors retiring.

This this a reaction of their failure to govern?  Or just a reaction to bad results?  Will the new board act differently?  Are the shareholders better protected?  Or there cultural problems to be addressed, so the CEO doesn’t fly two jets?


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Filed under Board, Corporation, Directors, Duty, Oversight, Shareholders, Uncategorized

Can shareholders do that?

Can one of the shareholders both sue your former CEO for fraud and contact all the other shareholders?  Apparently.

That’s what happening at Uber.  “Kalanick Critic Stirs the Pot,” The Wall Street Journal, August 15, 2017 B1.  Benchmark Capital (which also sits on the Board) sued the former CEO at Uber for fraud, saying he had failed to disclose “secret bad business practices,” which may revolve around the CEO’s increase in the number of directors, or allegations about sexual harassment and sexism.  While Uber searches for a new CEO, it is managed by a 16-person committee.  How’s that working for you?

Apparently, derivative actions aren’t a shareholder’s sole remedy.  And a board member can sue as an individual shareholder.

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Filed under Board, Compliance, Controls, Corporation, Culture, Directors, Duty, Governance, Inform market, Inform shareholders, Internal controls, Oversight, Shareholders


A corporation violates a rule and people die.  Who gets pinched?

“Bolivia Detains Head Of Airline Over Crash,” The Wall Street Journal, December 8, 2016 A9. The co-owner of LaMia Corporacion SRL, the charter airline involved in the Bolivian airline crash last week was “detained.”  A bit surprising, as LaMia is a corporation, which is a normally limited liability vehicle, where a shareholder’s financial liability is limited to his or her investment.

What would happen if the major shareholder of a US corporation were “detained” in a similar incident?  How would other corporations then deal with compliance?

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Filed under Business Case, Duty, Risk, Shareholders