A seguir uma linha do tempo da Governança corporativa
Corporate Governance (A Special Report): Timeline — From Teddy Roosevelt to Enron: How corporate governance has evolved over 100 years
The Wall Street Journal -R2 – 14/01/2008
1908: President Theodore Roosevelt criticizes the courts for interpreting the Sherman Antitrust Act narrowly, and urges more federal supervision of corporations.
1919: Dodge v. Ford Motor Co. establishes the legal principle that a corporate board must act to maximize shareholder value.
1924: Barnes v. Andrews says establishing mismanagement isn’t enough to recover damages: The plaintiff must also show a director’s actions caused a company’s loss.
1933: In the wake of the stock-market crash of 1929, Congress enacts the Securities Act of 1933, the first major federal legislation governing securities sales. The act requires companies to provide investors with significant information regarding securities for public sale in order to make informed decisions.
1934: The Securities Exchange Act creates the Securities and Exchange Commission to monitor the nation’s securities markets and industry; Joseph Kennedy is first chairman.
1940: The SEC recommends that corporate boards establish audit committees elected by shareholders at annual meetings.
1942: The SEC’s Shareholder Proposal Rule requires firms to put shareholder resolutions to a vote.
1964: A U.S. Supreme Court ruling, J.I. Case Co. v. Borak, allows private citizens to sue companies to ensure compliance with federal proxy-statement rules. The rules require companies to disclose all important facts about director elections and other issues when soliciting shareholders for their votes.
1972: General Motors Corp. becomes one of the first American companies to establish a nominating committee to determine candidates for the company’s board.
1973: The Financial Accounting Standards Board is founded. An independent group, it now sets uniform standards for private-sector financial accounting that are recognized as authoritative by the SEC.
1974: The SEC mandates that companies disclose whether they have a board audit committee.
1985: In Smith v. Van Gorkom, the Delaware Supreme Court finds that directors of TransUnion Corp. approved a merger in minimal time and weren’t entitled to the legal benefits of the business-judgment rule, which shields directors from liability if their actions were informed, made in good faith, and in the corporation’s best interest. Boards have since implemented higher standards of deliberation.
1987: TIAA-CREF sponsors dissident shareholder resolution against a “poison pill” provision at International Paper’s annual meeting. It lost but was a watershed event in shareholder activism.
1992: General Motors CEO Robert Stempel resigns under board and shareholder pressure, leading more boards to oust underperforming CEOs.
1994: GM adopts influential governance guidelines, clarifying the board’s role along with directors’ selection, authority and evaluation.
2001: Enron Corp.’s bankruptcy and allegations of accounting fraud, conflicts of interest and destruction of evidence create pressure for new ways to prevent and detect corporate financial misconduct. Accounting scandals at WorldCom Inc. and elsewhere follow in 2002.
2002: The Sarbanes-Oxley Act sets standards for the audit process and other governance and compliance measures.
2003: The SEC approves changes to New York Stock Exchange and Nasdaq listing rules that require companies to adopt codes of conduct and make them publicly available, and to have key board committees composed solely of independent members.
2005: Shareholders lose a lawsuit against Walt Disney Co. involving a $140 severance package for Michael Ovitz, who served just 15 months as president. But the case shows investors are taking a tougher stance against directors.
2006: The SEC investigates more than 100 companies for potential abuses of employee stock options.
2007: Home Depot appoints David Batchelder to the company’s board, one of a growing string of victories for institutional investors seeking to place directors on boards to facilitate policy changes.
2007: Gregory Reyes, former CEO of Brocade Communications Systems Inc., is convicted of fraud, filing false financial statements and other charges, in an options-backdating scandal.
— Compiled by Suzanne Barlyn