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But to continue to recommend and implement reforms based on a theory that directors are lazy, incompetent or corrupt or that competition for talent is an afterthought in setting pay only invites policies that impose costs on companies for which there may be no offsetting benefits, and which may create distortions that actually undermine shareholder value.
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After complaints about undermining shareholder value, Kraft reduced the number of new shares it might issue as part of the deal from 370m to 265m.
The combination, the study says, would reduce the profile of Hewlett-Packard's one stellar business -- computer printers and supplies -- thus undermining shareholder value.
Uncertainty has clearly undermined shareholder confidence, but its problems may go deeper than that.
West, for example, told me that when Geron first considered establishing an ethics board, the company determined that giving such a board the right to veto research projects would undermine its fiduciary responsibilities to shareholders.
If implemented, any of these recommendations would destroy the independence of the Grameen Bank and undermine the women borrowers and shareholders who have made the Bank what it is today.
The committee stated that the proposed rule was "unworkable, will harm investors, undermine the management of companies, and erode shareholder value [and] would result in less qualified boards of directors".
Critics of Europe's attempts to peg bonuses at 100% of salary (or 200% if shareholders agree) say this will undermine efforts to hold bankers to account, as it is harder to clawback or withhold basic pay.
The rebel shareholders had taken actions that could "potentially undermine the independence and effectiveness of the board", the statement added.
The Chamber of Commerce and the Business Roundtable, made up of leading chief executives, are suing the Securities and Exchange Commission, arguing that a rule giving proxy access on corporate boards to small shareholders did not get a proper review and would undermine companies.
Hollinger International claims that Lord Black breached his fiduciary duties to other shareholders in several ways, especially by agreeing a deal that would undermine the firm's strategic review and auction of assets.
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Justyna Jupowicz-Kozak
CEO of Professional Science Editing for Scientists @ prosciediting.com