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For more than four decades, Fenwick & West LLP has helped some of the world’s most recognized companies become, and remain, market leaders. From emerging enterprises to large public corporations, our clients are leaders in the technology, life sciences and cleantech sectors and are fundamentally changing the world through rapid innovation.  MORE >

Fenwick & West was founded in 1972 in the heart of Silicon Valley—before “Silicon Valley” existed—by four visionary lawyers who left a top-tier New York law firm to pursue their shared belief that technology would revolutionize the business world and to pioneer the legal work for those technological innovations. In order to be most effective, they decided they needed to move to a location close to primary research and technology development. These four attorneys opened their first office in downtown Palo Alto, and Fenwick became one of the first technology law firms in the world.  MORE >

From our founding in 1972, Fenwick has been committed to promoting diversity and inclusion both within our firm and throughout the legal profession. For almost four decades, the firm has actively promoted an open and inclusive work environment and committed significant resources towards improving our diversity efforts at every level.  MORE >

At Fenwick, we are proud of our commitment to the community and to our culture of making a difference in the lives of individuals and organizations in the communities where we live and work. We recognize that providing legal services is not only an essential part of our professional responsibility, but also an excellent opportunity for our attorneys to gain valuable practical experience, learn new areas of the law and contribute to the community.  MORE >

Year after year, Fenwick & West is honored for excellence in the legal profession. Many of our attorneys are recognized as leaders in their respective fields, and our Corporate, Tax, Litigation and Intellectual Property Practice Groups consistently receive top national and international rankings, including:

  • Named Technology Group of the Year by Law360
  • Ranked #1 in the Americas for number of technology deals in 2015 by Mergermarket
  • Nearly 20 percent of Fenwick partners are ranked by Chambers
  • Consistently ranked among the top 10 law firms in the U.S. for diversity
  • Recognized as having top mentoring and pro bono programs by Euromoney

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We take sustainability very seriously at Fenwick. Like many of our clients, we are adopting policies that reduce consumption and waste, and improve efficiency. By using technologies developed by a number of our cleantech clients, we are at the forefront of implementing sustainable policies and practices that minimize environmental impact. In fact, Fenwick has earned recognition in several areas as one of the top US law firms for implementing sustainable business practices.  MORE >

At Fenwick, we have a passion for excellence and innovation that mirrors our client base. Our firm is making revolutionary changes to the practice of law through substantial investments in proprietary technology tools and processes—allowing us to deliver best-in-class legal services more effectively.   MORE >

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PUBLICATION DETAILS

Corporate Governance Survey — 2015 Proxy Season Results

By: David A. Bell

December 10, 2015

Corporate Governance and Practices and Trends

A Comparison of Large Public Companies and Silicon Valley Companies

 

As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon Valley, Fenwick has collected information on corporate governance in order to counsel our clients on best practices and industry norms. We have collected this data since 2003 and believe this unique body of information is useful for all Silicon Valley companies as well as other public companies in the United States and their advisors. Download the complete report.

Fenwick’s annual survey covers a variety of corporate governance practices and data for the companies included in the Standard & Poor’s 100 Index (S&P 100), which are often presented as a desired norm, compared to the technology and life sciences companies included in the Silicon Valley 150 Index (SV 150), where the needs and circumstances of public companies can be quite different.

Comparative data is presented for the S&P 100 companies and the SV 150, as well as trend information over the history of the survey. In a number of instances the report also presents data showing comparison of the top 15 (which are of a scale similar to the S&P 100), top 50, middle 50 and bottom 50 companies of the SV 150 (in terms of revenue), illustrating the impact of scale on the relevant governance practices.

This in-depth survey was developed as a resource for board members, senior executives, in house legal counsel and their advisors, based in Silicon Valley and throughout the United States.

Key Findings Include:

  • Dual-class Stock. There is a clear multi-year trend of increasing use of dual-class stock structures among SV 150 companies, which allow founders or other major long-term holders to retain control of a company through special shares with outsized voting rights. Their use has tripled since 2011 to 9.4%, up from 2.9%.
  • Classified Boards. Companies in the S&P 100 have inherent protection from hostile takeovers in part due to their much larger size, so we’ve seen them declassify in recent years from ~47% a little more than a decade ago down to only 10% in the 2015 proxy season (though that is unchanged from 2014). During that same 10 year period the number of SV 150 companies with classified boards has held strong at ~45%.
  • Insiders. While there has been a longer term downward trend in insiders in both groups, the percentage of insider directors has held essentially steady over the past five years in the SV 150 but has declined slightly in the S&P 100 over the same period.
  • Board Leadership. Silicon Valley companies are also substantially less likely to have a combined chair/CEO (35% compared to 76% in the S&P 100). Where there is a board chair separate from the CEO, the S&P 100 are about as likely as SV 150 companies to have a non-insider chair (in the 2015 proxy season, 58% compared to 60%, respectively).
  • Gender Diversity. Overall, 2015 continued the long term trend in the SV 150 of gradually increasing numbers of women directors (both in absolute numbers and as a percentage of board members), as well as the trend of declining numbers of boards without women members. The rate of increase for the SV 150 continues to be higher than among S&P 100 companies. Women directors make up an average of 19.1% of board members among the top 15 companies of the SV 150, compared to 21.6% among their peers in the S&P 100. The number of SV 150 companies without women directors fell to 48 (compared to 57 in the 2014 proxy season and 72 companies as recently as the 2012 proxy season).

For a substantially more detailed review of stockholder proposals and other aspects of annual meeting voting in the SV 150, as well as the Bay Area 25, see the Fenwick publication Results of the 2015 Proxy Season in Silicon Valley: A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies. ​​​​​​​​​