October 06, 2006
Terminology
Posted by Usha Rodrigues

Like so many others, I’m currently wrestling with a draft, and I’m having a basic, if unglamorous, problem. I’m having trouble naming things and, inspired by the success of Miriam Cherry’s sniglet post, I’d like to ask Glom readers if we can come up with a catchy, or at least relatively non-awkward, phrase for the following:

1. Groups who advocate corporate governance reform, focused basically on public companies. I’m thinking of the conventional wisdom crowd: “we need more independent directors,” “we need to split the CEO and chair,” etc. I’ve been using the term “corporate governance activists;” Roberta Romano uses “corporate governance entrepreneurs” to describe those who got desired changes into SOX. A recent WSJ editorial used “governance thought-leaders.” Who are these people? Or, rather, what can I call them?

2. All of those scandals, Enron, WorldCom, et al. How can we describe them in a nutshell? I’ve seen “Enron-related scandals” (although they’re not really related), “post-boom,” “accounting scandals of 2002.” I thought of “SOX-catalyzing” on my run yesterday. Suggestions? Votes?

To some of you this might be trivial, reminiscent of the debates about what to call the decade we’re currently in (I confess a liking for the “aughts,” but that’s just because it sounds so quaint). Mired as I am in the quagmire of drafting, terminology matters. Any help out there?

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Comments (6)

1. Posted by Christine on October 6, 2006 @ 15:30 | Permalink

I've also struggle for a good phrase for #2. I've used "post-boom scandals," post-2001 accounting fraud scandals." Maybe "internal controls scandals"? I think creating a phrase with a time-stamp is useful, though. However, as you say, we don't call the early 2000s really anything, so it's hard to come up with a catchy phrase for the early 2000 scandals!


2. Posted by Vic on October 6, 2006 @ 16:00 | Permalink

I too share your pain.

1. Corporate gadflys or corporate governance advocates, depending on what you think of them.

2. I've been going with "corporate governance scandals" as it's broad enough to encompass more than accounting shenanigans.


3. Posted by tom joo on October 6, 2006 @ 16:08 | Permalink

Hi Usha:
1. I prefer "corporate governance reformers," as "activist" has an inapt rabble-rousing connotation. i can't imagine nell minow throwing bricks.

2. I have used "Enron-Worldcom era scandals" and, when feeling grand, "millennial accounting scandals" (but of course "millennial" has inapt connotations of its own)


4. Posted by Lisa Fairfax on October 6, 2006 @ 16:32 | Permalink

1. I agree that "activist" has a rabble-rousing connotation, and yet I find myself falling back on the term. I think "advocate" is probably the way to go.

2. I think the second is much harder and in fact the terminology one uses often reveals how one interprets the scope of the scandals. Thus, I get the sense that when people use the term "accounting scandals," they are seeking to suggest that the scandals only related to a certain type of conduct and a small segment of companies--the "bad apples." But when people use the term "corporate governance scandals" it tends to suggest a system-wide failure, sweeping in conduct that can be described as accounting fraud, but also other forms of misconduct--and thereby suggesting a broader breakdown in the system. But maybe my overall impression of these terms reveals the need to have an agreed upon vocabulary.


5. Posted by Jeff Lipshaw on October 7, 2006 @ 10:50 | Permalink

When I was dealing with them (mano a mano), I referred to them as "shareholder activists." I didn't like "shareholder advocates" because I thought our board and I were also advocating for the shareholders. (It implies that to be a shareholder advocate you have to focus on things like classified boards and poison pills versus returning a profit or growing the company.) Moreover, given the relatively small stake most "activists" held, and the political bent much of it took, it was fair to refer to them as just that. Messrs. Chevedden and Steiner and AFSCME generally don't actually hold very many shares.

I would distinguish, moreover, a shareholder activist from an investor activist.

I thought "Enron-WorldCom" or "Enron scandals" became a metonymy (like Detroit for the auto industry or Wall Street for the securities industry) for the meltdown.


6. Posted by Alexandra Lajoux on October 7, 2006 @ 22:19 | Permalink

Excellent question. I would use "governance reformers" as the catch-all, and then break it down into subsets: activist institutions (CalPERS), shareholder gadflies Evelyn Y. Davis and predecessors), governance scholars (Lucian Bebchuk of Harvard, Charles Elson of Univ. of Del.), proxy advisory and rating firms (ISS, GMI), reformist CEOs (remember Dupont's Irving Shapiro? his successors kept up his legacy of reforms), shareholder class action attorneys (Bill Lerach), proactive independent directors (e.g., members of the National Assoc. of Corp. Directors=NACD), governance journalists in print media (publications of the NACD) and internet media (Nell Minow of TheCorporateLibrary.com; James McRichie of corpgov.net), governance gurus (Ira M. Millstein, Sir Adrian Cadbury), etc., etc.(everything in parens is e.g.). Only some are "activist," only some are "entrepreneurs," and only some are "thought leaders," but certainly all are "reformers." That's my vote for the collective label.

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