双语阅读：美国企业管理 二十年前，Bob Monks在《华尔街日报》登了一则广告，声称Sears公司董事会成员为"不良资产"，并徒劳希望能被当选为其中一员。 如今，激进股东们仅需建立一个网站。 北京时间4月2日，对冲基金Third Point掌门丹尼尔.勒布(Daniel Loeb)发布了名为ValueYahoo.com的网站，该网站满载着复兴这困境中挣扎的网络公司(Yahoo!)的建议提案。

　　Business

　　Corporate governance in America

　　Heating up

　　Shareholders are ever more willing to vote against management

　　TWENTY years ago Bob Monks bought an ad in the Wall Street Journal declaring members of the board of Sears, to which he hoped (in vain) to be elected, "non-performing assets". Nowadays, shareholder activists just create a website. On April 2nd Dan Loeb, a hedge-fund boss, launched valueyahoo.com, which brims with proposals for reviving the struggling web firm. Mr Loeb is trying to get himself elected to Yahoo!&aposs board against the wishes of its managers-a fight that could be the highlight of the annual corporate proxy season that is getting under way. He may win the shareholder vote, if Yahoo! does not strike a deal with him first.

　　Several hedge funds are urging shareholders to give boards a good kicking. Starboard Value has nominated five candidates to the board of AOL, another ailing web firm.

　　On April 2nd Pershing Square added a seventh candidate to the alternative slate of directors it has nominated to the board of Canadian Pacific Railway. Shareholder activism is "getting back to normal after the financial crisis of 2008," says Peter Harkins of D.F. King, a firm that advises participants in proxy contests. It is not just hedge funds that are flexing their shareholderly muscles, pension funds are at it, too.

　　On March 27th it was reported that Goldman Sachs had made peace with the pension fund of the American Federation of State, County and Municipal Employees (AFSCME), which had proposed a resolution to split the roles of chi executive and chairman, both of which are held by Lloyd Blankfein. The bank convinced AFSCME to withdraw its proposal by agreeing to appoint a "lead director" to keep Mr Blankfein in check. The union has made similar proposals at several firms, including JPMorgan Chase, whose boss AFSCME&aposs president calls the "most dangerous man in America". Rupert Murdoch, the embattled chairman and chi executive of News Corporation, will face a motion that he surrender his chairmanship to someone independent.

　　Two other issues are expected to attract scrutiny from shareholders this year. One is bosses&apos pay. Investors will show "a little more backbone" in curbing it, "having rather fluffed it last year", predicts Anne Simpson, who oversees the corporate-governance activities of CalPERS, a giant pension fund for California&aposs public employees. Many boards struggled to win 70% support for pay packages last year, the first time such votes were required.

　　This year, several could lose the vote (which is not binding) unless they have linked pay more explicitly to performance, reckons Paul Hodgson of GMI Ratings, a firm that measures corporate governance. Perhaps the most contentious resolutions will be those demanding that firms be more transparent about their political spending, and requiring boards to ensure that this money is used in the interests of shareholders, not managers. This fort is being fiercely resisted. The US Chamber of Commerce argues that these resolutions, which mostly come from shareholders who are also trade unions or social activists, are not in the best interests of the firms concerned. Jim Copland of the Manhattan Institute, a think-tank, says that "some of these proposals may serve primarily to chill corporate political speech broadly, including on issues that most diversified shareholders-as distinguished from the proposals&apos sponsors-might prer that the corporation&aposs views be heard."

　　Well, maybe. But, as with the other issues on the proxy this year, that is for shareholders to decide.

　　【中文对照翻译】

　　商业

　　美国企业治理

　　代理权争夺战升温

　　股东们比以前更愿意投管理层的反对票

　　二十年前，Bob Monks在《华尔街日报》登了一则广告，声称Sears公司董事会成员为"不良资产"，并徒劳希望能被当选为其中一员。 如今，激进股东们仅需建立一个网站。 北京时间4月2日，对冲基金Third Point掌门丹尼尔.勒布(Daniel Loeb)发布了名为ValueYahoo.com的网站，该网站满载着复兴这困境中挣扎的网络公司(Yahoo!)的建议提案。 丹尼尔.勒布违背公司高层的意愿正试图让自己当选为雅虎董事会成员。这场冲突可能是当下一年一度公司代理权季节中最精彩的部分。 如果雅虎事先不和他达成交易，或许他会赢得股东们的选票。

　　几家对冲基金正使股东给董事会带来一个相当大了挫折打击。 股东Starboard Value已提供了5名候选人给美国在线公司董事会，这是另一家境况不佳的网络公司。

　　北京时间4月2日，潘兴广场对冲基金在加拿大太平洋铁路的董事会理事成员提名中增加了第七位候选人。 D.F. King 公司Peter Harkins说到：股东激进主义在2008年金融危机后正恢复正常，该公司建议参与代理权的争夺。 不仅是对冲基金还有养老基金同样显示着股东们的实力。

　　据报道，3月27日高盛投资公司与美国州县市雇员联盟(American Federation of State, County and Municipal Employees，简称AFSCME)养老基金达成交易，协议提出了要将高盛的首席执行官和董事长职务分别由两人担任的决议，而这都在高盛首席执行官布兰克费恩掌控之下。 高盛说服美国州县市雇员联盟撤销这个提案，并同意任命一位首席董事来维持布兰克费恩的检查。 该联盟组织已在几家公司给出过类似的提案，包括摩根大通公司，而其老板被美国州县市雇员联盟董事长称之为"美国最危险的人"。 新闻公司处境艰难的主席兼首席执行官鲁伯特?默多克将面对交出他的主席身份给独立人士的意向。

　　今年预计有另外两个议题将吸引股东的审查。 其中一项就是领导的薪资。 安妮?辛普森监督着CalPERS(一个巨大的加州公职人员养老基金)公司的管理活动，他预测在去年已搞砸的基础上，投资人将体现出在控制领导薪资方面的骨干作用。 去年，在薪酬福利上面许多懂事会成员都竭力得到70%的支持，需要这样的选票还是第一次。

　　企业治理咨询公司GMI评级(GMI Ratings) 的研究员哈吉森(Paul Hodgson)认为如果他们的薪酬不与绩效相连的话，今天或许有几位懂事会失去没有约束力的选票。 或许最具争议的决议就是需要公司更多地明确他们政治上的支出，同时要求董事会确保所使用的资金都是以考虑股东的利益为前提而不是管理人员。 这方面的努力正遭到激烈的抵抗。 美国商会认为这样的决议没有考虑到公司利益的最大化，而主要考虑的是股东，但或许他们还是贸易联盟或是社会激进主义分子。 智囊团吉姆柯普兰的曼哈顿学院称道，这其中的一些提议或许主要是冷却一下公司广泛政治演讲的热度。 包括在一些重要议题上大多数多元化股东有别于建议的赞助商，他们更愿意听到公司的观点。

　　嗯,也许吧。 但是，今年另一个关于代理权的议题是为股东决定的。

【双语阅读】美国企业管理 中文翻译部分

　　双语阅读：美国企业管理 二十年前，Bob Monks在《华尔街日报》登了一则广告，声称Sears公司董事会成员为"不良资产"，并徒劳希望能被当选为其中一员。 如今，激进股东们仅需建立一个网站。 北京时间4月2日，对冲基金Third Point掌门丹尼尔.勒布(Daniel Loeb)发布了名为ValueYahoo.com的网站，该网站满载着复兴这困境中挣扎的网络公司(Yahoo!)的建议提案。

　　Business

　　Corporate governance in America

　　Heating up

　　Shareholders are ever more willing to vote against management

　　TWENTY years ago Bob Monks bought an ad in the Wall Street Journal declaring members of the board of Sears, to which he hoped (in vain) to be elected, "non-performing assets". Nowadays, shareholder activists just create a website. On April 2nd Dan Loeb, a hedge-fund boss, launched valueyahoo.com, which brims with proposals for reviving the struggling web firm. Mr Loeb is trying to get himself elected to Yahoo!&aposs board against the wishes of its managers-a fight that could be the highlight of the annual corporate proxy season that is getting under way. He may win the shareholder vote, if Yahoo! does not strike a deal with him first.

　　Several hedge funds are urging shareholders to give boards a good kicking. Starboard Value has nominated five candidates to the board of AOL, another ailing web firm.

　　On April 2nd Pershing Square added a seventh candidate to the alternative slate of directors it has nominated to the board of Canadian Pacific Railway. Shareholder activism is "getting back to normal after the financial crisis of 2008," says Peter Harkins of D.F. King, a firm that advises participants in proxy contests. It is not just hedge funds that are flexing their shareholderly muscles, pension funds are at it, too.

　　On March 27th it was reported that Goldman Sachs had made peace with the pension fund of the American Federation of State, County and Municipal Employees (AFSCME), which had proposed a resolution to split the roles of chi executive and chairman, both of which are held by Lloyd Blankfein. The bank convinced AFSCME to withdraw its proposal by agreeing to appoint a "lead director" to keep Mr Blankfein in check. The union has made similar proposals at several firms, including JPMorgan Chase, whose boss AFSCME&aposs president calls the "most dangerous man in America". Rupert Murdoch, the embattled chairman and chi executive of News Corporation, will face a motion that he surrender his chairmanship to someone independent.

　　Two other issues are expected to attract scrutiny from shareholders this year. One is bosses&apos pay. Investors will show "a little more backbone" in curbing it, "having rather fluffed it last year", predicts Anne Simpson, who oversees the corporate-governance activities of CalPERS, a giant pension fund for California&aposs public employees. Many boards struggled to win 70% support for pay packages last year, the first time such votes were required.

　　This year, several could lose the vote (which is not binding) unless they have linked pay more explicitly to performance, reckons Paul Hodgson of GMI Ratings, a firm that measures corporate governance. Perhaps the most contentious resolutions will be those demanding that firms be more transparent about their political spending, and requiring boards to ensure that this money is used in the interests of shareholders, not managers. This fort is being fiercely resisted. The US Chamber of Commerce argues that these resolutions, which mostly come from shareholders who are also trade unions or social activists, are not in the best interests of the firms concerned. Jim Copland of the Manhattan Institute, a think-tank, says that "some of these proposals may serve primarily to chill corporate political speech broadly, including on issues that most diversified shareholders-as distinguished from the proposals&apos sponsors-might prer that the corporation&aposs views be heard."

　　Well, maybe. But, as with the other issues on the proxy this year, that is for shareholders to decide.

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