Large investors quietly back campaigns to force change at U.S. companies When a low-profile activist investor gained a board seat at Microsoft Corp. two years ago, corporate boards around the country were stunned. How had a shareholder with less than 1% of the software giant’s stock forced its way into the boardroom? It turns out that ValueAct Capital Management LP had some serious muscle behind the scenes...

Move will mark culmination of yearslong debate and pressure on SEC over Dodd-Frank mandate WASHINGTON—Regulators are set to approve a contentious new rule requiring companies to disclose the pay gap between rank-and-file employees and the chief executive, marking the culmination of years of debate and pressure on the Securities and Exchange Commission over a mandate from the 2010 Dodd-Frank law. The SEC is slated to vote on a final version of the rule at a meeting Wednesday...

Georgeson Inc., a proxy-solicitation firm, is being investigated by federal prosecutors as part of the government’s increased focus on the illegal trading of confidential company information...

A.G. Lafley’s return to Procter & Gamble didn’t revive its fortunes as hoped It was the sort of advertising for Procter & Gamble that money can’t buy—and that it likely didn’t want. Back in January, New England Patriots quarterback Tom Brady denied knowledge of football tampering in front of an ad for P&G’s Gillette “Flexball” razor, turning the brand into an ironic Twitter meme. Further revelations this week have left his supporters feeling a lot like the fans of a tarnished corporate...

Looming management changes come amid tighter scrutiny of corporate governance in Japan TOKYO—Toshiba Corp. President Hisao Tanaka and several other executives are likely to step down soon over an accounting scandal involving profit inflated by more than $1 billion, according to people familiar with the situation. The matter is unfolding amid heightened scrutiny of corporate behavior in Japan, where Prime Minister Shinzo Abe wants to attract more foreign investors...

Generic-drug maker Mylan NV moved into new headquarters in December 2013 after buying vacant land in an office park near Pittsburgh and erecting a five-story building for about 700 employees...

Cheil Industries’ offer appears to target hedge fund Elliott’s allegations of weak minority shareholder protection at Samsung C&T SEOUL-—Cheil Industries Inc., the Samsung conglomerate’s de facto holding company, said Tuesday it would boost dividends and establish a corporate governance committee -- but only after a contentious merger with Samsung’s construction and trading company is approved by shareholders...

Big shareholders for years have grumbled about the rise in executive pay. Now, activist investors are taking up the compensation cause, focusing less on how much corporate leaders earn and more on whether they deserve what they get. Case in point: Shutterfly Inc., where an activist hedge fund is seeking three board seats at the online photo retailer at a shareholder vote set for Friday. The founder of Marathon Partners Equity...

Dozens of large real estate investment trusts are overhauling the way they pay top executives after coming under fire from shareholder advocates. REITs such as mall owner CBL & Associates Properties retail and office property owner Lexington Realty and CYS Investments all have changed their pay structures in the past year...

An outside director’s abrupt exit from Quicksilver, Inc. grew out of an unusual corporate-governance spat that sheds some light on how company boards fire chief executives...

Finra panel rules firm has to pay Ahmed Hussein compensation, but no damages or legal fees An activist investor has won a $2 million arbitration award from UBS AG, which he said derailed his proxy fight against a health-care information systems company by calling a margin loan and selling almost 2.3 million shares he had in the business. In his claim, Ahmed Hussein said he lost more than $20 million when UBS called the loan as Quality System Inc.’s stock was falling in 2012...

The SEC needs to put more teeth in its guidance and clarify its standards. This month’s showdown at DuPont Co., in which shareholders rejected an activist campaign to install four new board members, brought proxy advisory firms’ bias back into the news: All three of the company’s largest institutional shareholders ignored the proxy recommendations to vote for candidates whose primary qualification was loyalty to the activist...

Tom Rutledge will be the chairman, CEO of new U.S. cable giant that results from proposed merger Two years ago, Charter Communications Inc. Chief Executive Tom Rutledge predicted that the cable business would soon be down to two big players. Now, he’s in line to run one of them. Mr. Rutledge will be the chairman and CEO of the new U.S. cable giant that results from Charter’s planned $55 billion acquisition of Time Warner Cable Inc. and $10.4 billion merger with Bright House Networks...

Legion Partners and Calstrs approve of retailer’s succession plan and board nominees A group of activist investors targeting Perry Ellis International Inc. have agreed to withdraw their board nominees after the retailer committed to shaking up its chief executive role and board last week. Perry Ellis has come under fire from Legion Partners Asset Management LLC, a California investment fund, and the California State Teachers’...

A boardroom battle last week at DuPont Co. exposed an emerging split in how the nation’s two biggest pensions agitate for change inside corporate America A boardroom battle last week at DuPont Co. exposed an emerging split in how the nation’s two biggest pensions agitate for change inside corporate America. The California State Teachers’ Retirement System, No.

A top Federal Reserve official said small banks shouldn’t have to comply with incentive compensation rules required by the 2010 Dodd Frank law, echoing others at the central bank who have said they want to tailor regulations to the size of banks. Fed governor Jerome Powell, in remarks prepared for a conference of community bankers in New York, said banks under a certain asset level, “perhaps $10 billion,” should be exempt from Dodd-Frank compensation restrictions...

Verizon Communications, Inc. is buying AOL Inc. in a $4.4 billion deal aimed at advancing the telecom giant’s growth ambitions in mobile video and advertising...

Gran Tierra Energy, Inc. said Friday it had agreed to support the board nominees proposed by activist investor West Face Capital Inc. and would double its board size to eight members...

You, too, can be an activist investor.  Just ask hedge-fund manager Eric Jackson, who started a crusade for change at Yahoo, Inc. more than seven years ago armed with only a blog post and YouTube...

A second proxy adviser has delivered a vote of confidence in Nelson Peltz in his campaign to get on the board of DuPont Co. DD-0.86 % Glass Lewis & Co. late Wednesday said shareholders should elect the chief executive of activist investor Trian Fund Manage ...

Japanese robot maker Fanuc Corp. said Monday it would sharply boost dividends, handing a victory to U.S. investor Daniel Loeb and marking a milestone in Japan’s move toward boosting shareholder returns...

The Detroit auto maker’s 2014 executive compensation plans, outlined in an annual proxy report filed Friday with the Securities and Exchange Commission, represent a shifting compensation strategy. No longer restricted by Treasury Department pay ...

ISS said that its recommendation wasn’t a referendum on Mr. Moynihan, and both proxy advisers recommend voting for Mr. Moynihan as a board member. Still, the recommendations of the two advisers can be a powerful influence. Two of J.P. Morgan Chase & Co ...

The boardroom battle at Wynn Resorts, Ltd. reaches its climax Friday with co-founder Elaine Wynn facing likely ouster after a dramatic fight that has also inspired typically passive institutional investors to put intense pressure on the casino operator to improve governance...