In corporate governance and in movies, it's really all the same thing. I'm very interested in why things don't work. Everybody wants them to work, everybody wants the movie to work, and when it doesn’t it's very interesting to think about why... It’s the same thing in the business world and in the regulatory world. There are a lot of people involved who work very hard and try to predict the future, and when they don't it's very interesting to think about why.
My guest for the 35th episode of the Hale Report is Nell Minow, a pioneer in the field of corporate governance. Speaking with Nell represents a bit of a reunion for me. We went to high school together (New Trier) and since that time, I have followed her pathbreaking two-track career as a corporate watchdog and movie maven. She is the author of the blog Movie Mom which is a fantastic resource for parents, and also is a contributing editor at RogerEbert.com.
A graduate of Sarah Lawrence, Nell Minow attended law school at the University of Chicago. She has worked as an attorney for the EPA, the OMB, and the DOJ. She was formerly principal at LENS, an activist investment firm. She became known as the CEO Killer, the Queen of Corporate Governance, and a reknowned (and feared) shareholder advocate. She is now Vice Chair of Value Edge Advisors, a corporate governance consulting firm. She has written numerous scholarly articles on this subject. Catching up with her was a delight; she has a principled, persuasive, and rational approach to issues that have sometimes been hotly debated, such as the role of social media.
We spoke about a wide range of subjects, including the role of corporate boards, the international implications of corporate governance, and what she has termed the three myths about ESG. I asked her whether in the current energy environment ESG itself will be remain sustainable.
People will always say it's not the right time for change. In bad times, they claim there are other priorities. In good times, they say if it ain't broke, don't fix it. Now is always the right time for making a better future.
As for her interests in media and entertainment, there is one thing for sure. The show will go on. Below you will find links to her newsletter and you can follow Nell Minow on Twitter @nminow. I hope you enjoy our wide-ranging conversation as much as I did.
Many thanks to Nell, and thank you to the people behind the scenes who make The Hale Report possible, Managing Editor, Ying Zhan, and our producer, Sam Fu.
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By Nell Minow
Corporate governance issues, developments, and controversies: boards of directors, compensation, risk, strategy, compliance, and shareholders
Oxford University Press 2022
Social Media, Freedom of Speech, and the Future of our Democracy
Edited by by Lee C. Bollinger, Geoffrey R. Stone
Chapter 20: Social Media, Distrust and Regulation, A Conversation with Newton N. Minow, Nell Minow, Martha Minow and Mary Minow.
NEW YORK UNIVERSITY SCHOOL OF LAW
ESG has passed the tipping point. For investors, ESG, which stands for Environmental, Social, and Governance factors, has gone from a nice-to-have to a have-to-have. ESG is the fastest growing area of investment, with every major financial institution and every significant institutional investor having one or more ESG options.
Jul 8, 2022 | Business in General
Most Valuable U.S. Companies 1995 Through 2022
Cited in the podcast, an Interactive map of the market cap of the most valuable companies over the last 28 years, reflecting structural changes in the US economy by Gary Hoover
September 18, 2022 / Harvard Law School Forum on Corporate Governance
“Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms
Brandon Gantus, Lori Goodman, and Nicole Foster
Recently the U.S. Securities and Exchange Commission issued final rules on the “pay versus performance” disclosure. These rules, which were in process for over seven years, dramatically expand the information that public companies will be required to disclose regarding the relationship between their executive compensation and the company’s financial and stock price performance.
September 14, 2022 / Reuters
New SoftBank fund risks deepening governance mess
Who said SoftBank Group’s corporate governance couldn’t get any messier?
September 2, 2022 / Nicholas Benes
Letter to Prime Minister Fumio Kishida from Nicholas Benes on "New Capitalism"
But now is a particularly critical time, because the era of ESG investment and management is upon us, and both investors and companies are on the brink of a major shift in their strategies,– which, if they fail, will become viewed as mere slogans... Japan may have already entered its fourth “lost decade”. It should be clear to anyone that a CGC alone is not sufficient to bring about effective governance. We need transformation of the companies themselves. This will require a shift in the role of the board of directors itself that will accelerate that transformation, and training for directors and director candidates to change their mindsets.
September 5, 2022 / The Guardian
You might think Starbucks is a ‘progressive’ company. You’d be wrong
Global Energy & Climate
June 6, 2022
Comment Letter of Securities Law Scholars on the SEC’s Authority to Pursue Climate-Related Disclosure
Jill E. Fisch, et al.
The Comment Letter therefore concludes that the SEC has the statutory authority to promulgate the Proposal, and that the climate-related disclosure rules under consideration are consistent with close to nine decades of regulatory practice at the federal level and with statutory authority dating back to 1933 that has been repeatedly reaffirmed by Congress and the courts.
September 18, 2022 / City Journal
Europe Is Losing the Energy War
Mark P. Mills
Wars are fought on many fronts. So far, Russian President Vladimir Putin is winning the energy war. High energy prices, triggered by supply disruptions, have neutered Western sanctions. Russia’s current account balance stands at record highs. Meantime, the same forces are de-industrializing Europe right before our eyes.
July 26, 2022 / Spiegel International
Energy Crisis Tracker: Real-Time Statistics on Europe's Gas Supplies
Holger Dambeck, Frank Kalinowski, Ferdinand Kuchlmayr, Aída Márquez, Dawood Ohdah, Marcel Pauly, Matthias Stahl & Patrick Stotz
Gas supplies are flowing to Germany from Russia again after maintenance on the Nord Stream 1 pipeline, but how well filled are the country's gas storage facilities? Is the country successfully reducing its reliance on Moscow? You can follow the data with our live tracker.
May 2021 / Harvard Kennedy School
Oil Intensity: The curious relationship between oil and GDP
Christof Rühl & Tit Erker
June 3, 2021 / Bloomberg
The U.S. Will Need a Lot of Land for a Zero-Carbon Economy
Wind farms, solar installations and other forms of clean power tend to take up more space on a per-watt basis than their fossil-fuel-burning brethren.
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Lyric Hughes Hale