Corporate governance is a myth

The concept of corporate governance implies consistent and effective laws, methods, and metrics for governing our nation's public companies. The sad fact is that there is no such thing. It's a myth. Here's why:

People talk about the fiduciary responsibility of boards of directors. What that means, in plain speak, is that boards are supposed to:

1) Hire and fire the CEO and appoint other corporate officers 2) Compensate the CEO and other corporate officers 3) Oversee corporate strategy 4) Represent shareholders in the transparent and effective governance of the company

As an ex-officer of several public companies and as a consultant, I've been involved with lots of boards, executive staffs, investment banks, VCs, corporate attorneys, and the like. At least in my experience, boards don't operate the way they're supposed to.

Let's take the last point first. Shareholders are offered a slate of directors and a handful of issues to rubberstamp. That means they have two choices: accept or reject.

Now, let me ask you this. If your spouse or doctor says, "Here's my recommendation, take it or leave it," what do you do? That's right, you take it. Is it the best thing for you? Who the heck knows? You had a gun to your head so you nodded up and down.… Read more

Negotiating with Microsoft is not for amateurs

Maybe I'm missing something, but I don't believe I've ever seen a negotiation handled, with all due respect, as dysfunctionally and amateurishly as the way Yahoo has handled its negotiation with Microsoft.

Saturday's shenanigans seemed more like a reality television show than two industry giants sitting down to negotiate a deal.

Unfortunately, negotiating with Microsoft is not a job for amateurs. There was a time when the two companies were more-or-less evenly positioned in this dual, but that time has come and gone. The weekend's activities have left Microsoft holding all the cards.… Read more

What Yahoo's board did wrong

Fear is a human emotion. It's part of our survival mechanism--the adrenaline fight or flight response. In ancient times when a caveman felt fear, he ran and hid or readied himself for battle. Those who paid attention to their fear survived; those who didn't, well, let's just say their descendants probably aren't around to read this.

Having courage does not mean ignoring fear. It means facing fear head-on and doing the right thing anyway. At least that's my definition. If you fail to face fear and act appropriately you're not necessarily a coward, but you're not the best you can be either.

The most successful people on the planet are the ones who face the cold, hard truth of reality and act accordingly. They don't surround themselves with "yes men" and they don't view the world through rose-colored glasses.… Read more

Ten technology turnarounds

Technology companies run into trouble from time to time. Today it's Yahoo, Dell , and Motorola. Tomorrow it could be Google, Cisco Systems, or Apple.

Lest we forget, it wasn't that long ago that Apple flat-lined for an entire decade before ousting Gil Amelio in favor of ex-chief Steve Jobs. Jobs restructured the company by first cutting Newton and other unprofitable products, then introducing exciting new core products like iMac, and finally branching out into consumer devices like iPod and iPhone.

But that's nothing new. It happens to most companies, sooner or later.… Read more

Get some perspective

My in-laws were in town this past weekend, escaping the Wisconsin snowstorms for a few sunny days in Silicon Valley. Hanging out with them was a welcome break from all the usual nonsense we call day-to-day life.

It got me thinking about how infrequently we take a step back from our gadget-filled, workaholic lives to gain some perspective. How often do you ask yourself if you like what you're doing, if you're on the right track, or if you should be doing anything differently?

The same goes for companies. After all, companies are made up of people. Executives and directors are people. How often do they step back and assess the company's technology, products and services, and strategy with respect to the competition?… Read more

Agency explores feasibility of virtual worlds as terrorist havens




Adobe goes after game developers with 3D engine in Director 11

Adobe next month will release Director 11, an update to its graphics assembly, that it hopes will lure game developers with its better 3D imaging.

Adobe is expected to detail the latest features of Director at the Game Developers Conference in San Francisco on Tuesday.

Director 11 is used to build games, as well as graphics-rich presentations, and learning applications. It uses the Shockwave plug-in to render 3D graphics.

The latest version includes physics, or movement between images, using the Ageia PhysX engine and support for DirectX 9, which can take advantage of recent graphics cards.

It will make it … Read more

Yahoo and Yang are (were?) in big trouble







Some journalists give journalism a bad name

I don't know how many times I've read a post or an article by some small-minded, self-important journalist advising a public company's board of directors on how to "fix" the company. The most common advice is "sell the company," "fire the CEO," or better still, "fire all the executives."

Even if a company is screwing up, how is a journalist--whose entire management experience consists of looking at his watch to be sure he files a story by 3 p.m.--qualified to dole out management advice? Is mastery of a keyboard sufficient experience to know how to run a company?… Read more

That's a lot of fraud

Did you know that the president has a Corporate Fraud Task Force? That's right, he does. It's led by the deputy attorney general, whoever that is.

Anyway, this task force has apparently been very busy. Over a five-year period since its inception, the task force claims 1,236 corporate fraud convictions, including 214 CEOs and presidents, 53 CFOs, 23 corporate counsels, and 129 vice presidents.

That's a lot of fraud. Who knew there were so many dysfunctional executives in this great nation? The dark side of greed and capitalism must be pretty attractive, huh?

I also wonder … Read more