Group Calls for Governance Practices for IPO Companies

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By Che Odom

March 25 — The Council of Institutional Investors (CII) is calling on companies going public to grant one vote for each share owned, provide independent board leadership and hold annual elections for directors.

High-profile initial public offerings from Alibaba Group Holding Ltd., First Data Corp., Groupon Inc., LinkedIn Corp., Square Inc. and Zynga Inc., which offered multiple classes of shares, prompted the new CII policy, the organization said in a March 23 release.

Investors are entitled to “protections and basic rights, including a vote that's proportional to the size of the investment,” CII Executive Director Ken Bertsch said in the release.

The policy also asks that newly public companies adopt simple-majority vote requirements as part of a set of fundamental corporate governance best practices.

The most recent company to go public uses many of the approaches CII criticizes.

Corvus, which went public March 23 in a $70.5 million offering, doesn't have an independent board leader. CEO Richard A. Miller serves as board chairman.

Corvus offered more than one class of stock, and has a classified board whose members will be subject to shareholder votes every three years in staggered elections.

Attempts to reach Corvus for comment March 25 weren't successful.

To contact the reporter on this story: Che Odom in Washington at codom@bna.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bna.com