The hottest Corporate Governance Substack posts right now

And their main takeaways
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Top Business Topics

Tesla's Latest Proxy Statement Is Materially Misleading

lawrence’s Substack • 459 implied HN points • 09 May 24
💼 Business Corporate Governance Legal issues Ethics
  1. When public companies solicit shareholder votes, they must provide accurate and complete information in proxy statements to avoid being misleading or false.
  2. Tesla's April 17 proxy statement has critical flaws, such as omitting details about the DOJ investigation into Tesla's self-driving claims and failing to disclose pertinent information about Kathleen Wilson-Thompson's ties to the company.
  3. Legal challenges are expected regarding Tesla's attempt to reinstate Musk's 2018 compensation plan, especially due to deficiencies in the proxy statement.

How the oligarchy shrank America’s middle class (Why American capitalism is so rotten, Part 8)

Robert Reich • 19752 implied HN points • 12 Jan 24
🇺🇸 U.S. Politics Labor Unions Economic Policy Income Inequality Corporate Governance
  1. The virtuous cycle of rising wages with productivity gains broke in the late 1970s, leading to stagnant incomes for most American workers.
  2. Corporate governance shifted in the 1980s, with a focus on maximizing shareholder returns, leading to massive job cuts and weakened worker bargaining power.
  3. Decline in union membership since the late 1970s has contributed to shrinking middle class as unions effectively negotiated better wages and benefits for workers.

Why Did the Tesla Board Attempt to 'Ratify' Musk's Obscene Options Package Instead of Granting a New One?

lawrence’s Substack • 36 HN points • 13 May 24
💼 Business Finance Law Compensation Corporate Governance
  1. The Tesla board attempted to 'ratify' Musk's 2018 options package instead of granting a new one due to legal challenges and potential losses for the company.
  2. Creating a new stock options grant for Musk would lead to massive expenses for Tesla and put the company in financial jeopardy.
  3. Musk does not want a new package as the prospects for Tesla's stock price growth have diminished, making a new reward less appealing, and also resulting in potential tax issues for him.

Tesla: Now, It Feels Desperate

lawrence’s Substack • 758 implied HN points • 21 Apr 24
💼 Business Automotive Corporate Governance Stock Market
  1. Tesla's recent actions have caused a shift in sentiment for the worse, leading to skepticism and concern about the company's future.
  2. The attempt to restore Musk's 2018 compensation package is under scrutiny and may face legal challenges, impacting Tesla's financial standing.
  3. Questions surrounding Tesla's Model 2 development, autonomy achievements, robotaxi plans, earnings, staff departures, and production decisions are crucial for understanding the company's direction.
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Why Tesla Won't Grant Musk More Stock Options

lawrence’s Substack • 279 implied HN points • 09 Apr 24
💼 Business Corporate Governance Stock Options Tesla Elon Musk Automotive Industry
  1. Restoring Musk's 2018 compensation package could lead to lawsuits for breach of fiduciary duty and corporate waste
  2. Tesla's current business environment in 2024 is different, with increased competition and decreased public interest in electric vehicles
  3. Musk's tactics to boost Tesla's share price were unsustainable, leading to a declining market cap and questionable promises that were left unfulfilled

Naming and shaming in Japan

Asian Century Stocks • 884 implied HN points • 17 Jan 24
💼 Business Corporate Governance Market Analysis Investor Relations Financial Performance
  1. Japan's corporate governance reforms, starting with Abenomics, have been driving positive change in the capital allocation practices of Japanese companies.
  2. The Tokyo Stock Exchange's new listing structure, especially the Prime Market, has raised standards for companies, promoting better corporate governance.
  3. The practice of naming and shaming low price/book ratio companies in Japan is pushing them to improve profitability, enhance investor communication, and comply with new capital allocation rules.

SEC Targets SolarWinds' CISO for Rare Legal Action Over Russian Hack

Zero Day • 839 implied HN points • 28 Jun 23
💼 Business Legal action Cybersecurity Corporate Governance
  1. The SEC has sent notices to SolarWinds' employees over potential legal action related to the Russian hack.
  2. Receiving Wells notices is rare, especially for a CISO, and can lead to penalties and restrictions on future roles.
  3. SEC is expanding its focus on cybersecurity breaches and companies may face consequences for misleading disclosures or failing to address vulnerabilities.

Tesla/Tornetta: Something's Happening Here...

The Chancery Daily • 373 implied HN points • 19 Jul 23
💰 Finance Investments Legal Business Ethics Corporate Governance Executive Compensation
  1. A settlement involving Elon Musk and Tesla is pending approval in the Delaware Court of Chancery.
  2. There are cases related to director and Elon Musk compensation known as 'Tornetta' that are interrelated.
  3. There is something unusual about the settlement which the author feels the need to address further.

#8: The World is Getting Worried + Corporate Structures + Regulatory Challenges in the US and China

Navigating AI Risks • 58 implied HN points • 19 Jul 23
🕹 Technology AI Regulation Corporate Governance US-China Relations Tech industry
  1. The UN Security Council held a session to discuss the risks and benefits of AI, highlighting concerns over international stability and nuclear control.
  2. Corporate governance is important for AI labs to prioritize safety over profit, with innovations in structures like Anthropic's Long-Term Benefit Trust.
  3. China's new AI rules balance social stability and economic development, with stringent regulations on generative AI systems.

DirectorMoves

DirectorMoves • 58 implied HN points • 17 Jun 23
💼 Business Corporate Governance
  1. Various director and CEO moves in companies like Honeywell, Gartner, HP Enterprise, and more.
  2. Gender diversity on boards has seen an increase in women representation in 2023.
  3. Notable CFO moves in companies like Walt Disney, Exelon, Imperial Oil Ltd, and more.

Illumina: Prelude to Endgame

Nongaap Investing • 60 implied HN points • 15 May 23
💼 Business Corporate Governance Legal issues Corporate strategy Whistleblowing
  1. The Illumina-Grail brouhaha could involve fraud by omitting material facts about related party transactions.
  2. Corporate governance issues, like undisclosed financial relationships between decision-makers, are a significant concern in public markets.
  3. If proven, Illumina insiders may face consequences like disgorgement of profits, potential prison risks, and challenges from regulators.

Illumina: Non-GAAP Activism

Nongaap Investing • 57 implied HN points • 29 Apr 23
💼 Business Corporate Governance Media Impact
  1. Activist investor Carl Icahn is pushing for an independent investigation into Illumina's financial dealings.
  2. In contested elections like this, the reputation of board members plays a crucial role.
  3. Shareholders are demanding greater transparency and clarity from Illumina regarding potential conflicts of interest.

Get Woke, Go Broke: Vanguard Ditches ESG Investing

Anxiety Addiction & Ascension • 39 implied HN points • 06 Mar 23
💰 Finance Corporate Governance Asset management
  1. Vanguard, the world's second-largest asset management firm, with $8 trillion AUM, has withdrawn from ESG, which is a significant move.
  2. There are signs of people waking up and pushing back against social engineering, like the ESG framework, showing a recalibration in public perception.
  3. Major financial institutions, like Vanguard and JPMorgan Chase, distancing themselves from ESG indicates cracks in the system and growing public awareness, potentially due to popular sentiment.

A Dream Indeed

The Radar • 39 implied HN points • 25 Apr 23
💼 Business Company Culture Corporate Governance Financial Performance
  1. Authenticity in workplace culture leads to better results and engagement. Employees feel a sense of safety, invest more time and energy, and focus on long-term goals.
  2. Honesty is essential for building trust and equality within teams. Open communication loops prevent insularity and negative outcomes, like the Enron scandal.
  3. Companies often sacrifice their values for shareholder interests. Boards prioritize shareholder value over principles, leading to short-term cost controls and reduced transparency.

SVB: Conflicts of (Insider Loan) Interest

Nongaap Investing • 37 implied HN points • 22 Mar 23
💼 Business Corporate Governance Venture Capital Conflicts of Interest Risk management
  1. Silicon Valley Bank faced a significant spike in insider loans, raising concerns about VC conflicts of interest and Director independence.
  2. Approximately 38% of SVB's reported incremental venture debt went to start-ups affiliated with Directors, prompting questions on underwriting transparency.
  3. The lack of disclosure in the Proxy Statement and the concentration of loans to insider-affiliated start-ups suggest potential VC conflicts of interest impacting risk management.

The controversial ethics of Stock Buybacks [Finance Fridays]

Technology Made Simple • 39 implied HN points • 11 Feb 23
💰 Finance Investing Corporate Governance Ethics Economics
  1. Stock buybacks involve a company purchasing its own shares from the market, which can boost stock prices and reduce the number of shares in circulation.
  2. Stock buybacks are typically done by older, established companies with market dominance, in order to reward investors when they don't have resources for other investments.
  3. Controversies around stock buybacks arise from executives benefiting significantly from buybacks through stock options, while companies may conduct layoffs and seek government bailouts.

Home bias everywhere

Klement on Investing • 1 implied HN point • 18 Mar 24
💰 Finance Investing Corporate Governance
  1. Investors tend to favor domestic companies over foreign ones not only in investment portfolios but also in shareholder voting decisions.
  2. Shareholders show a bias towards voting in favor of management proposals, especially in contentious issues, with a significant preference for domestic companies.
  3. Factors like potential business ties, governance rules, and information quality contribute to this home bias in voting behavior, making it challenging to hold domestic company managers accountable.