NEW YORK (Reuters) – A new crop of companies entering the U.S. public markets, including such high-profile offerings as Facebook, are turning the clock back on the way U.S. corporations are run.

Facebook, Groupon Inc (GRPN.O: Quote, Profile, Research), LinkedIn Corp (LNKD.N: Quote, Profile, Research), Zynga Inc (ZNGA.O: Quote, Profile, Research) and others have put in place governance provisions that go against a long-term swing towards more shareholder-friendly rules.

One stark example of this reversal is in the number of companies that have classified or staggered boards, where only a handful of directors come up for election each year rather than all of them, making it hard for an activist investor or unwanted suitor to take control of the board through a proxy contest.

Another is the creation of dual-class stock structures, which allow founders and early investors to gain greater voting control than their economic interest would otherwise suggest.

In the past 10 years, many of the biggest publicly traded companies in the U.S. have been getting rid of such provisions. Currently, for example, only about 24 percent of S&P 500 companies have classified boards, down from 61 percent in 2002, according to FactSet SharkRepellent.

But there hasn’t been such a significant change among new arrivals. Of the 76 companies that went public last year, nearly 65 percent had classified boards. In 2002, 82 percent of IPOs had the feature.

Of the eight high-profile IPOs in the social networking and new media space last year, all either had classified boards or dual-class structures, with some having both.

NEW YORK (Reuters) – A new crop of companies entering the U.S. public markets, including such high-profile offerings as Facebook, are turning the clock back on the way U.S. corporations are run.

Facebook, Groupon Inc, LinkedIn Corp, Zynga Inc and others have put in place governance provisions that go against a long-term swing towards more shareholder-friendly rules.

One stark example of this reversal is in the number of companies that have classified or staggered boards, where only a handful of directors come up for election each year rather than all of them, making it hard for an activist investor or unwanted suitor to take control of the board through a proxy context.

Another is the creation of dual-class stock structures, which allow founders and early investors to gain greater voting control than their economic interest would otherwise suggest.

In the past 10 years, many of the biggest publicly traded companies in the U.S. have been getting rid of such provisions. Currently, for example, only about 24 percent of S&P 500 companies have classified boards, down from 61 percent in 2002, according to FactSet SharkRepellent.

But there hasn’t been such a significant change among new arrivals. Of the 76 companies that went public last year, nearly 65 percent had classified boards. In 2002, 82 percent of IPOs had the feature.

Of the eight high-profile IPOs in the social networking and new media space last year, all either had classified boards or dual-class structures, with some having both.

NEW YORK (Reuters) – A new crop of companies entering the U.S. public markets, including such high-profile offerings as Facebook, are turning the clock back on the way U.S. corporations are run.

Facebook, Groupon Inc (GRPN.O: Quote, Profile, Research), LinkedIn Corp (LNKD.N: Quote, Profile, Research), Zynga Inc (ZNGA.O: Quote, Profile, Research) and others have put in place governance provisions that go against a long-term swing towards more shareholder-friendly rules.

One stark example of this reversal is in the number of companies that have classified or staggered boards, where only a handful of directors come up for election each year rather than all of them, making it hard for an activist investor or unwanted suitor to take control of the board through a proxy context.

Another is the creation of dual-class stock structures, which allow founders and early investors to gain greater voting control than their economic interest would otherwise suggest.

In the past 10 years, many of the biggest publicly traded companies in the U.S. have been getting rid of such provisions. Currently, for example, only about 24 percent of S&P 500 companies have classified boards, down from 61 percent in 2002, according to FactSet SharkRepellent.

But there hasn’t been such a significant change among new arrivals. Of the 76 companies that went public last year, nearly 65 percent had classified boards. In 2002, 82 percent of IPOs had the feature.

Of the eight high-profile IPOs in the social networking and new media space last year, all either had classified boards or dual-class structures, with some having both.

NEW YORK (Reuters) – Michael Woodford, the former CEO of Olympus Corp (7733.T: Quote, Profile, Research) who blew the whistle on a $1.7 billion financial fraud, is planning to write a book about his experience uncovering the scandal at the Japanese maker of cameras and medical equipment.

The first version, in Japanese, is expected as early as June, Woodford told Reuters in an interview on Wednesday.

Woodford, 51, has also found a UK publisher that plans a global launch in English later this year.

The book will be an autobiographical account, including the events at Olympus, he said. “But it will also be a book that looks at many of the issues related to moral capitalism.”

Woodford ignited the scandal in October 2011, after he was sacked for asking questions internally about Olympus’ dubious accounting and about some highly unusual acquisition payments, which were later revealed to have been part of the fraud.

Olympus has sought to put the scandal behind it, having completed its own internal investigation late last year.

However, law-enforcement agencies in Japan, Britain and the United States are still investigating the fraud at the multinational which, according to the third-party probe, was used to hide investment losses from investors for 13 years.

NEW YORK (Reuters) – Facebook’s corporate governance rules, which give shareholders little say in how the social networking website would be run as a public company, are raising the hackles of one of the largest U.S. investors, the California State Teachers’ Retirement System.

The pension fund, which has a portfolio valued at around $145 billion, is planning to send a letter to Facebook, hoping to engage the social networking website on corporate governance, two CalSTRS executives told Reuters in an interview on Monday.

“We are in the beginning stages of talking to Facebook,” said Janice Hester-Amey, a portfolio manager in CalSTRS Corporate Governance unit.

Facebook, which is run by Chief Executive and founder Mark Zuckerberg, declined to comment.

CalSTRS decided on Friday — just two days after Facebook filed for a $5 billion initial public offering — to try to talk to the website about improving its corporate governance.

CalSTRS invested in Facebook from its funds on the private equity side and is likely to invest in the company’s publicly traded shares, Hester-Amey said.

“No matter how brilliant you are, when you come to the public market — not that we want to ever tell Zuckerberg or anyone like him how to run his company — there should be some protection especially for long-term, patient money like CalSTRS,” Hester-Amey said.

NEW YORK, Feb 6 (Reuters) – Facebook’s corporate governance rules, which give shareholders little say in how the social networking website would be run as a public company, are raising the hackles of one of the largest U.S. investors, the California State Teachers’ Retirement System.

The pension fund, which has a portfolio valued at around $145 billion, is planning to send a letter to Facebook, hoping to engage the social networking website on corporate governance, two CalSTRS executives told Reuters in an interview on Monday.

“We are in the beginning stages of talking to Facebook,” said Janice Hester-Amey, a portfolio manager in CalSTRS Corporate Governance unit.

Facebook, which is run by Chief Executive and founder Mark Zuckerberg, declined to comment.

CalSTRS decided on Friday — just two days after Facebook filed for a $5 billion initial public offering — to try to talk to the website about improving its corporate governance.

CalSTRS invested in Facebook from its funds on the private equity side and is likely to invest in the company’s publicly traded shares, Hester-Amey said.

“No matter how brilliant you are, when you come to the public market — not that we want to ever tell Zuckerberg or anyone like him how to run his company –- there should be some protection especially for long-term, patient money like CalSTRS,” Hester-Amey said.

DAVOS, Switzerland (Reuters) – A tumultuous 12 months that saw revolutions in the Middle East, a worsening debt crisis in Europe and a tsunami in Japan has set the tone for corporate activity in 2012.

Caution, flexibility, nimbleness and deep knowledge of host countries are more important than ever, executives and their advisers said at the World Economic Forum’s annual meeting.

Fear of a major geopolitical disruption over the next 12 months has risen to 54 percent, up from 36 percent last quarter, a WEF poll showed at the start of this week’s meeting.

“You have to more than at any time in recent memory think in terms of ‘what ifs,’” said Vasant Prabhu, chief financial officer of Starwood Hotels & Resorts Worldwide Inc (HOT.N: Quote, Profile, Research).

“This is a world in which you have to think in terms of scenarios and alternate outcomes and what you would do.”

Companies are closely looking at their counterparties – their vendors, suppliers and the banks that manage their cash to assess what would happen if they run into problems.

They are worrying about their currency exposure, with one U.S. company chairman in Davos privately saying he had started converting all of his company’s cash in euros into dollars since the euro zone debt crisis suddenly deepened last year.

DAVOS, Switzerland (Reuters) – A tumultuous 12 months that saw revolutions in the Middle East, a worsening debt crisis in Europe and a tsunami in Japan has set the tone for corporate activity in 2012.

Caution, flexibility, nimbleness and deep knowledge of host countries are more important than ever, executives and their advisers said at the World Economic Forum’s annual meeting.

Fear of a major geopolitical disruption over the next 12 months has risen to 54 percent, up from 36 percent last quarter, a WEF poll showed at the start of this week’s meeting.

“You have to more than at any time in recent memory think in terms of ‘what ifs,’” said Vasant Prabhu, chief financial officer of Starwood Hotels & Resorts Worldwide Inc (HOT.N: Quote, Profile, Research, Stock Buzz).

“This is a world in which you have to think in terms of scenarios and alternate outcomes and what you would do.”

Companies are closely looking at their counterparties – their vendors, suppliers and the banks that manage their cash to assess what would happen if they run into problems.

They are worrying about their currency exposure, with one U.S. company chairman in Davos privately saying he had started converting all of his company’s cash in euros into dollars since the euro zone debt crisis suddenly deepened last year.

DAVOS, Switzerland (Reuters) – Budding bankers expecting the bumper bonuses of years gone by will have to think again, with only the top performers likely to be paid top dollar.

Business leaders and bankers at the annual Davos forum were largely dismissive of attempts to cap or restrict compensation in the financial services industry through regulation.

But they said a combination of public anger, tighter scrutiny from watchdogs, tougher performance measures and a structural fall in profitability in banking in the post-crisis world would curb the excesses of the past.

“Compared to four years ago its night and day, partially because the regulators are insisting on it…and partly because the supervisory board of banks have said we have got to balance the reward of our senior team with the reward of our long-term shareholders. And part of it is the business model has changed,” a senior investment banker at a major Wall Street firm said.

Part nationalized Royal Bank of Scotland, for example, said on Saturday that Chairman Philip Hampton would not pick up a share-based bonus, amid a backdrop of public anger over a 1 million ($1.6 million) stock bonus for its chief executive.

Compensation consultants estimate bonuses for 2011 fell by about 30 percent in 2011, with payouts dropping across major banks such as Goldman Sachs and Morgan Stanley.

Year-end bonuses at Barclays Plc’s investment bank are expected to be down about 30 percent this year, on average, a source familiar with the matter said on Thursday.

DAVOS, Switzerland (Reuters) – NYSE Euronext (NYX.N: Quote, Profile, Research, Stock Buzz) Chief Executive Duncan Niederauer sees a 10 percent to 20 percent chance that his $9 billion merger with Deutsche Boerse (DB1Gn.DE: Quote, Profile, Research, Stock Buzz) will be approved, but the low odds do not mean he is giving up hope yet.

Niederauer has spent the last few days meeting European antitrust commissioners and policy makers in Davos, Switzerland, to make a case for why the deal should be allowed to go through.

“I am still hopeful, but if you are realistic, history tells you it’s a 10 to 20 percent chance,” Niederauer said in an interview. “I don’t think it is dead, and I think it is more alive than it was three days ago.”

Concerned about the combined entity’s share of more than 90 percent of the listed derivatives market in Europe, EU Competition Commissioner Joaquin Almunia plans to recommend that the so-called college of commissioners block the deal when the meet on February 1.

A source familiar with the matter told Reuters on Tuesday that the European Commission was expected to follow Almunia’s recommendation. Almunia presented a 459-page document laying out his case to the other 26 commissioners last Friday.

Almunia had asked for Deutsche Boerse to sell its Eurex derivatives arm, or for NYSE Euronext to offload its London-based futures exchange Liffe. But the exchange operators refused.

They have argued that the market for derivatives is global, not just European, and antitrust regulators should have also included the over-the-counter derivatives market when looking at the impact of the deal.