If you were on the board of directors, how would you try to quantify synergy as part of your due diligence responsibility in M&A? Is it necessary to do so?
Relative to restricted stock compensation, why are stock options “becoming more out of favor with shareholder advocacy groups”? Do you think this is justified? Why?
Would you want to serve on a board of directors? Why or why not? Do you know how much board members are paid? Do you know how you could find out? (Hint: Def 14A)
Should boards of directors diversify? Why or why not? What are the potential benefits of a diverse board of directors? Why do you suppose Skechers and Monster have not followed through with diversification?
Why do you think Steve Ballmer announced his resignation as CEO of Microsoft? Why do you think Microsoft has agreed to appoint an activist investor to its board of directors? Name a few ways in which these governance changes will be manifested in future financial results (such as earnings, cash flows) and stock price.
On March 20, 2013, all of Hewlett Packard’s board members were reelected. How did you vote, if you did, or would have voted, if you could have? Why?
What do you think is the link between having women on boards of directors and superior stock returns? Do you think that this is a factor that you will consider before investing in a company? Are there other characteristics of board members that should be considered?
Should at least 40% of members of boards of directors be women? Why or why not? Should companies be forced to appoint more women directors? Why or why not?
Should directors be liable for bad corporate decisions? Should they have their director compensation tied to firm performance? Whose interest do directors represent, shareholders or managers? Should managers be prevented from serving on their own board of directors?
Why would Morgan Stanley want the former chairman of the FASB to be on its board of directors when it already has the former chief accountant for the SEC? (To see the proxy describing current board members, paste this link into your browser and then do this word search: “Chief Accountant”: http://sec.gov/Archives/edgar/data/895421/000119312512151028/d303252ddef14a.htm#tx303252_16)
If you were a shareholder in Olympus, what would be your reaction to the new makeup of the board of directors after the accounting scandal? If you wanted a different board structure, describe your options, particularly in light of the Japanese culture and the keiretsu tradition.
