A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency.
Logrolling is the trading of favors, or quid pro quo, such as vote trading by legislative members to obtain passage of actions of interest to each legislative member. In organizational analysis, it refers to a practice in which different organizations promote each other's agendas, each in the expectation that the other will reciprocate. In an academic context, the Nuttall Encyclopedia describes logrolling as "mutual praise by authors of each other's work". Where intricate tactics or strategy are involved, the process may be called horse trading.
The United States Congress is the legislature of the federal government of the United States. It is bicameral, composed of a lower body, the United States House of Representatives, and an upper body, the United States Senate. It meets in the United States Capitol in Washington, D.C. Members are chosen through direct election, though vacancies in the Senate may be filled by a governor's appointment. Congress has 535 voting members: 100 senators and 435 representatives. The vice president of the United States, as President of the Senate, has a vote in the Senate only when there is a tie. The House of Representatives has six non-voting members.
A committee or commission is a body of one or more persons subordinate to a deliberative assembly or other form of organization. A committee may not itself be considered to be a form of assembly or a decision making body. Usually, an assembly or organization sends matters to a committee as a way to explore them more fully than would be possible if the whole assembly or organization were considering them. Committees may have different functions and their types of work differ depending on the type of organization and its needs.
The Treaty of Amity, Commerce, and Navigation, Between His Britannic Majesty and the United States of America, commonly known as the Jay Treaty, and also as Jay's Treaty, was a 1794 treaty between the United States and Great Britain that averted war, resolved issues remaining since the 1783 Treaty of Paris, and facilitated ten years of peaceful trade between Americans and the British in the midst of the French Revolutionary Wars, which began in 1792. The treaty was designed by Alexander Hamilton and supported by President George Washington. It angered France and bitterly divided American public opinion, encouraging the growth of two opposing American political parties, the pro-Treaty Federalists and the anti-Treaty Democratic-Republicans.
The 1st United States Congress, comprising the United States Senate and the United States House of Representatives, met from March 4, 1789, to March 4, 1791, during the first two years of George Washington's presidency, first at Federal Hall in New York City and later at Congress Hall in Philadelphia. With the initial meeting of the First Congress, the United States federal government officially began operations under the new frame of government established by the 1787 Constitution. The apportionment of seats in the House of Representatives was based on the provisions of Article I, Section 2, Clause 3, of the Constitution. Both chambers had a Pro-Administration majority. Twelve articles of amendment to the Constitution were passed by this Congress and sent to the states for ratification; the ten ratified as additions to the Constitution on December 15, 1791, are collectively known as the Bill of Rights, with an additional amendment ratified more than two centuries later to become the Twenty-seventh Amendment to the United States Constitution.
Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders.
Shareholder activism is a form of activism in which shareholders use equity stakes in a corporation to put pressure on its management. A fairly small stake may be enough to launch a successful campaign. In comparison, a full takeover bid is a much more costly and difficult undertaking. The goals of shareholder activism range from financial to non-financial. Shareholder activists can address self-dealing by corporate insiders, although large stockholders can also engage in self-dealing to themselves at the expense of smaller minority shareholders.
Corporate law is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.
A proxy fight, proxy contest or proxy battle is an unfriendly contest for control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy.
The Anti-Administration party was an informal political faction in the United States led by James Madison and Thomas Jefferson that opposed policies of then Secretary of the Treasury Alexander Hamilton in the first term of U.S. president George Washington. It was not an organized political party, but an unorganized faction. Most members had been Anti-Federalists in 1788, when they opposed ratification of the U.S. Constitution. However, the situation was fluid, with members joining and leaving.
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A, with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors.
The Compromise of 1790 was a compromise among Alexander Hamilton, Thomas Jefferson, and James Madison, where Hamilton won the decision for the national government to take over and pay the state debts, and Jefferson and Madison obtained the national capital, called the District of Columbia, for the South. This agreement resolved the deadlock in Congress. Southerners had been blocking the assumption of state debts by the Department of the Treasury, thereby destroying the Hamiltonian program for building a fiscally strong federal government. Northerners rejected the proposal, much desired by Southerners, to locate the permanent national capital on the Virginia–Maryland border.
Proxy voting is a form of voting whereby a member of a decision-making body may delegate their voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external. A person so designated is called a "proxy" and the person designating them is called a "principal". Proxy appointments can be used to form a voting bloc that can exercise greater influence in deliberations or negotiations. Proxy voting is a particularly important practice with respect to corporations; in the United States, investment advisers often vote proxies on behalf of their client accounts.
With respect to public companies in the United States, a shareholder resolution is a proposal submitted by shareholders for a vote at the company's annual meeting. Typically, resolutions are opposed by the corporation's management, hence the insistence for a vote. "Voting has long been recognized as one of the primary rights of shareholders." For publicly held corporations in the United States, the submission and handling of resolutions is regulated by the Securities and Exchange Commission (SEC).
The UK Corporate Governance code, formerly known as the Combined Code is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Conduct Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000 and require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code – in what the code refers to as 'comply or explain'. Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to. In 2017, it was announced that the Financial Reporting Council would amend the Code to require companies to "comply or explain" with a requirement to have elected employee representatives on company boards.
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
Liquid democracy is a form of Proxy voting, whereby an electorate engages in collective decision-making through direct participation and dynamic representation. This democratic system utilizes elements of both direct and representative democracy. Voters in a liquid democracy have the right to vote directly on all policy issues à la direct democracy; voters also have the option to delegate their votes to someone who will vote on their behalf à la representative democracy. Any individual may be delegated votes and these proxies may in turn delegate their vote as well as any votes they have been delegated by others resulting in "metadelegation".
The Dodd–Frank Wall Street Reform and Consumer Protection Act, commonly referred to as Dodd–Frank, is a United States federal law that was enacted on July 21, 2010. The law overhauled financial regulation in the aftermath of the Great Recession, and it made changes affecting all federal financial regulatory agencies and almost every part of the nation's financial services industry.
Shareholder democracy is a concept relating to the governance structure of modern corporations. In this structure, shareholders bear ultimate controlling authority over the corporation, as they are the owners and may exercise control within their economic rights. Although shareholders own the corporation, they generally take a passive interest in managing the day-to-day operations of the company. Shareholders who are interested in actively influencing corporate affairs are called activist shareholders.
