Charles Elson Quotations

We're seeing board salaries going up all over the place.

Since severance packages generally are contractual, the issue is not the size of the severance package. The issue is why was the original employment contract structured to allow such a severance package? And that responsibility rests in the board.

No director anywhere from this point on would want to put themselves through this kind of ordeal that the directors at Disney just went through for eight years. Now boards realize they must be more independent and circumspect.

I do not view this as a negative opinion from a corporate governance standpoint. It should not make those who ignore their responsibilities happy nor should it discourage those who seek greater levels of oversight of directors,

Given the fact that the 'withhold' campaign at Disney is what started this whole brouhaha, I think it's appropriate that Disney adopt this standard, ... I don't believe this makes them a leader in corporate governance practices though I view it as a positive.

Frankly, once you commit to a job, you should stick with it unless you have an extraordinary reason. You can dissent, but you are not helping by taking yourself out of the equation.

From a shareholder standpoint, it's not a particularly clear pond.

He's considered savvy and bright. He's a very talented investor. He'll be a tough one to replace.

He has a potentially conflicting fiduciary duty. There may be a way around it, but no matter how thick you slice it, it's still baloney. The next Time Warner board meeting will be interesting.

He's a very bright guy. He'll figure his way out of this. The financial world is a very small place. When you're on the board of a company engaged in financial transactions, this sort of thing may happen.

When they pressure management to defend itself, it creates greater accountability. It forces management to explain its reasoning. The other shareholders can make up their minds whether they agree or disagree. Let the shareholders decide.

I think it's a smarter move on his part.

That would go an awful long way to restoring confidence,

When you see something like this, it begs asking what failure in their system led to this. Why didn't anyone pick it up?

Those are big numbers. Almost a third of the shareholders who voted are expressing discontent.

Trading on stock on nonpublic information is legally problematic for the SEC, absolutely. But to get to liability is a pretty long road. It doesn't happen very easily.

The fact that directors might go without pay is meaningful. It shows, on the part of the directors, confidence that the company has a good future.

When a consultant does other work for the company, it creates either the actual danger or perceived danger of a conflict of interest. The consultant should either work for the board, or work for the company.

Failure to be independent and failure to be circumspect carries a serious threat of liability.

At the time, people thought the Gilberts were like Don Quixote. But because of that case, it legitimized the use of the shareholder resolution,

A few years ago, something that appeared incorrect might not be changed. Today, with heightened concern over complete accuracy, the definition of materiality has gotten a lot broader.

The big question is: Was this a failure of internal controls, or a failure of the board itself? How did something this large escape their notice?

The whole idea of parachutes was to keep executives from standing in the way of valid transactions. What they seem to have become, because of their large size, is an incentive to do transactions.

This indicates some receptiveness to calls for better governance.

This is the quintessential case of shareholder activism, and we can thank the Gilberts for it.

It's entrepreneurial returns for managerial conduct. Exxon was there long before Mr. Raymond was there and will be there long after he leaves. Yet he received Rockefeller returns without taking the Rockefeller risk.

It's a good thing. I view shareholder activism that's designed to increase shareholder value long term as positive.

It's a novel idea. Where it's unique is that if directors don't meet internally based targets, they get nothing.

It's going to be fun to watch. But the real story took place long ago.

The board has to decide whether to sell. Thirty-five percent is a pretty big number. They have to decide if that's the right course or they may have a shareholder revolt.

It's an excellent proposal. A lot of companies have such agreements informally, particularly for directors.

Any time you separate economic interest from voting interests, it leads to all kinds of problems. It lessens the accountability. I haven't heard of any good reason for dual-class stock. I think the proposal will strike a chord with a lot of people.

The issue is on everyone's radar screen now. If you disregard the shareholder vote, you run the risk of a proxy battle.

Because of a greater focus on governance, the resignation of a director certainly has a greater weight attached to it. Boards have greater power. In the past, directors just faded into the sunset.

The key is not just to have the role, but what you do with it once you have it.