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Book Review: Robert Monks' 'Corpocracy'

In his funny little book A Weekend with Warren Buffett and Other Shareholder Meeting Adventures, Randy Cepuch travels around the country attending shareholder meetings and reaches a disturbing conclusion: the idea of shareholder democracy is "pretty much a myth."

Institutional Shareholder Services founder and revered shareholder activist Robert A.G. Monks reached the same conclusion a long time ago, and he's mad as hell about it.

His book Corpocracy is, in the words of Paula Gordon, "a very, very important book," and I would strongly recommend it to every shareholder who worries about corporate governance issues in this country.

Today, far too many public companies are run for the benefit of a cadre of top executives, and institutional money managers, who have a fiduciary responsibility to take action when managers and directors are not responsible stewards of shareholder capital, are letting it happen.

Executive compensation has turned into a complete joke, totally divorced from any relationship to the free market or corporate performance.

The influence of The Business Roundtable and the managerial elite has also taken control in Washington, and time is running out for shareholders to take back their companies and their country.

Monks believes it can be fixed, and he has a good strategy for fixing it -- Buy his book.

Will things at Nautilus work out?

Shares of Nautilus, Inc. (NYSE: NLS) have staged an impressive comeback today. After closing yesterday at $6.30, shares sank as low as $5.36 in trading this morning, their lowest point since 1999. But the stock rebounded as high as $7.12 in the afternoon.

A pretty ambivalent reaction to the terrible earnings the company released yesterday afternoon, wouldn't you say? Sales plunged 16% for the third quarter, and the company lost 42 cents per share compared with earnings 9 cents (before a tax reversal that increased the gain to 29 cents) in the prior year quarter.

CEO Robert Falcone, who was elevated to the position in August commented that "We are very disappointed by Nautilus' third quarter financial results. Our shareholders can be certain that we are implementing the changes necessary to address these shortfalls in order to drive sustainable growth and value."

With stock badly beaten down, it may be time for investors to take a look at the company. Sherborne Investors owns 23.5% of the company, and is locked in a battle for control of the board as it seeks to unlock value for shareholders. Robert Falcone doesn't like them too much, telling The Oregonian that "In my opinion, they're slash-and-burn people, and they would try to get the stock up for the short term without giving any regard to long-term benefit. That's not the way of running a company... They don't really know anything about the company as far as we've heard. What are they going to tell the people that have been here for years?"

Of course, looking at Nautilus' results over the past few years, I would argue that the company's management doesn't know much about running a company either -- unless by running a company you mean paying yourself a lot of money while shareholders lose millions.

Still, the big decline and strength of brands like Bowflex and Nautilus could make this a stock worth keeping an eye on, especially with Sherborne keeping an eye on things, looking out for the interests of outside investors.

Visit AOL Money & Finance for more earnings coverage

The BloggingActivist update: Adams Golf's excessive compensation -- for a retired guy!

A few months ago, I wrote a piece about a company that I own shares of called Adams Golf (OTC BB: ADGO). While I was, and still am, very optimistic about the company's potential for providing outstanding returns to shareholders, corporate governance is a significant problem at the company. I strongly believe that there are changes that need to be made to provide shareholders with the best return possible, and I outlined some of the steps I believe should be taken in that post.

One issue that makes abundantly clear the corporate governance problems at Adams Golf is the compensation of its founder and chairman, Barney Adams.

According to the most recent proxy statement, Adams was paid $421,698 in 2006, a pay package that is hardly immaterial in light of Adams' market cap of around $50 million. The footnote explains it this way:



Continue reading The BloggingActivist update: Adams Golf's excessive compensation -- for a retired guy!

M&A update 10-12-07: Dick Kovacevich retiring as Wells Fargo chairman

Wells Fargo & Company (NYSE: WFC) announced on June 27th that John Stumpf would be CEO of WFC, succeeding Dick Kovacevich, who will continue as Chairman of WFC. WFC said "Kovacevich has said he will remain with company no later than the end of next year, when he will be 65." Kovacevich competed with retired John Reed to lead Citigroup (NYSE: C) in the 1970s; Reed was appointed to CEO. Kovacevich took a leadership position at Norhwest Bank, eventually purchasing WFC in 1998. James Cramer has said Kovacevich should be considered as a replacement for current Citigroup CEO & Chairman Chuck Prince.

Daily M&A Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

Activist investors force boards into action

A recent piece in The New York Times discussed the changing face of activist investing in Europe. While activist investing in the United States conjures up images of moguls like Carl Icahn and Dan Loeb, it seems that smaller investors are banding together to take on some pretty big companies in Europe.

According to Roger Lawson, communications director for the UK Shareholders' Association, "If there is a problem with the company, shareholders will say, 'Let's do something about it ourselves and don't trust the directors to do so.'"

It's pretty good logic. Remember: If you see a problem at a public company, it's there because the board didn't do anything about it. In most cases, if the board were effective, the problem wouldn't be sitting there for all to see. Often, criticism is leveled at executives and the board of directors tends to get a pass. But if there's a problem with the CEO, that all goes back to the board.

It's exciting to see a global trend toward more activist investing. And every underperforming company represents a possible opportunity for an investor with deep pockets willing to go in and agitate for change.

Management problems at socially irresponsible companies?

Things are getting interesting at Take Two Interactive Software, Inc. (NASDAQ: TTWO), the maker of the Grand Theft Auto Series. After years of management that was, in the words of the Motley Fool's Tom Gardner, "at best incompetent and at worst dishonest," a group of shareholders including several major mutual funds has ousted the company's CEO and made several changes in the company's board of directors.

The company has been widely criticized for hidden porn in its video games, options backdating, accounting irregularities, and just general managerial incompetence and sleaze. The most interesting quote I've seen on this story so far comes from James Steyer, CEO and founder of the multimedia ratings group Common Sense Media, a non-profit that rates video games for violence and other objectionable content: "If you look at the content of what these guys have distributed, it's so offensive and inappropriate. It's not surprising to learn they had committed massive acts of fraud at the board and CEO level."

This got me to thinking about the idea of trusting management involved in the production and marketing of socially irresponsible products. Is the chief executive of a company that markets pornography or online gambling more likely to dupe shareholders than a company that develops treatments for cancer or children's books?

I don't have an answer to this question, but my knee-jerk reaction is yes: A company that displays little regard for the well-being of its customers is likely to have the same attitude towards its shareholders.

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Last updated: November 08, 2009: 09:35 PM

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