The SEC has proposed to Rescind Rule 14a-8 would be one of the most consequential changes to shareholder rights in generations. Complete rescission of Rule 14a-8, woiuld repeal the federal rule that has allowed qualifying shareholders to place proposals in company proxy materials for more than 80 years. Under Release No. 34-106383, File No. S7-2026-32, […]
ISS STOXX Governance Research released its report “2026 U.S. Proxy Season in Focus: Shareholder Proposals” on July 30. A more readable version was also published on September 2 at the Harvard Law School Forum on Corporate Governance. It is worth reading closely, since it supplies empirical evidence that mainstream institutional investors will rely on to […]
Palo Alto Networks is doing extremely well, according to Morningstar’s PANW Report (view). That may be one of the better reasons—not an argument against—to ask its Board to study whether broader employee ownership could make an already strong company more durable. Morningstar’s September 2 report on Palo Alto Networks (PANW) does not discuss my shareholder […]
Individual investors who file shareholder proposals have played a significant and consequential role in advancing sound corporate governance. Yet their contribution is often overlooked. Recent debate over the shareholder proposal process has drawn strong responses from institutional investors, faith-based investors, and pension funds seeking to protect shareholders’ ability to engage companies through proposals. Missing from […]
I am pleased to report that we have reached our first agreement with a company receiving one of our initial broad-based employee ownership transaction proposals. I am not identifying the company or disclosing the terms of the agreement at this stage, but the negotiations themselves are worth describing because they helped clarify what this campaign […]
This article proposes a new federal tax architecture grounded in Shared Capital — a model that links executive deductibility to meaningful employee ownership. For more than thirty years, federal tax law has attempted—unsuccessfully—to restrain executive compensation through §162(m), which limits the deductibility of remuneration paid by publicly held corporations. The current statute prohibits deductions for […]
State treasurers and investor advocates mobilize to defend Rule 14a-8, which has allowed them to file advisory shareholder proposals since 1942. Dismantling the shareholder-proposal process would silence an essential early-warning system, increase litigation, and shift power from shareholders to corporate management. Jump to How to Defend Rule 14a-8. Jump to Petition on SEC Rule 14a-8 […]
Over the coming months, my wife and I will ask several companies to conduct Board‑supervised studies of whether substantial, non‑controlling, broad‑based employee ownership transactions could strengthen long‑term alignment, productivity, succession, culture, and stockholder value—while preserving Board authority and public‑market discipline. This is a strategic ownership question, not a compensation or benefits request. Our stockholder proposals […]
Proxy Season: Governance Still Wins Proxy Season results for James McRitchie so far in spring 2026 look remarkably similar to our strong 2025 season. Last year, we filed 20 proposals directly, losing five and winning fifteen, mostly through agreements. This year, based on results to date, we again show 15 wins, with 4 losses and […]
Stretching Rule 14a-8. The SEC’s suspension of its decades-long Rule 14a-8 no-action process has created a predictable result: some companies are taking far greater liberties in excluding shareholder proposals. Without the discipline of a substantive SEC staff response, company letters have become more aggressive, less carefully reasoned, and, in several cases, difficult to reconcile with […]
Les Greenberg’s Financial Statement Analysis: A Self-Defense Manual for Independent Investors is neither a conventional accounting textbook nor a promise of effortless market-beating returns. It is a practitioner’s guide built around a more modest—and more useful—goal: helping ordinary investors avoid preventable mistakes. Greenberg combines basic accounting, behavioral finance, cautionary history, personal experience, and a spreadsheet-based […]
This draft outlines ideas for discussion at The Future of Equity: Silicon Valley Employee Ownership Symposium, June 28-30, Palo Alto, CA. The objective is not simply to give employees stock to enable them to save for retirement or to incentivize them to work “harder.” It is to create forms of ownership that increase participation, improve […]
Snowflake 2026. Our proposal to require that candidates for director be elected by a majority of the vote if unopposed is one of several items to be voted on before or during the annual meeting on June 29, 2026, at 9 a.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. […]
Columbia Sportswear 2026. Our proposal for proxy access is one of several items to be voted on before or during the annual meeting on June 10, 2026, at 3 p.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number […]
This post on three shareholder rights advocates examines the history and impact of individual shareholder activism in the United States through the figures of Lewis Gilbert, John Chevedden, and James McRitchie. Note: After I posted this article, Carl Hagberg reminded me, in case you or any other governance geeks like us might be interested, there […]
A January 23, 2026, guidance from the staff of the U.S. Securities and Exchange Commission (Question 126.06), has reshaped how shareholders can communicate during proxy season. ICCR and As You Sow have stepped up to partially fill the void, but instead of having this information pushed out to them, shareholders must now go looking for […]
The recent UK-based EY analysis, How capital allocation can rebalance capitalism in a changing world, offers a timely and largely accurate diagnosis of the system’s current tensions. Capitalism, the authors argue, is not failing; it is delivering precisely what its incentives reward—efficient allocation of capital toward short-term financial returns, scale, and market dominance. This framing […]
What if the biggest mistake in corporate governance is thinking we must choose between capitalism and democracy? That false choice is holding back innovation in ownership itself. New models—from cooperative “Regulation Membership” to employee ownership without control capture—challenge the idea that scale requires concentrated power. They show how ownership can expand without sacrificing markets, liquidity, […]
Virtual-only shareholder meetings were sold as a tool for broader access, but new evidence shows they are increasingly used to control dissent, filter investor questions, and weaken accountability. Drawing on Miriam Schwartz-Ziv’s groundbreaking research and years of shareholder experience, this post explains how virtual AGMs silence investor voice—and what reforms are needed to restore transparency […]
Updating Fiduciary Duty to Address Systemic Risk. Paul Rissman highlights a growing conflict between corporate directors and diversified investors. This post builds on that insight, proposing practical legal reforms—from redefining materiality to empowering employee and retail shareholders—to align fiduciary duty with systemic risk and modern portfolio theory. The goal is not to abandon shareholder primacy, […]
A chance conversation about a recently decided CalSTRS case against Meta sparked a deeper question: what happens when ownership becomes too concentrated? From the top 1% holding nearly a third of U.S. wealth to billionaires quietly accumulating 11% of Hawaiian land, the implications reach far beyond the geography of inequality to economics, corporate governance, fiduciary […]
System-level investing is not an ESG add-on—it’s what remains once you recognize that “externalities” are actually the primary drivers of reducing long-term returns. 75–94% of portfolio returns come from market-wide “beta.” Ignoring systemic risks like climate, inequality, and governance breakdowns isn’t sophistication—it’s negligence. The Handbook of System-Level Investing provides shareholder advocates with what we’ve long […]
Corporate democracy fails when ownership lacks informed voice. Why do shareholders with extensive legal rights so often have so little real influence? Corporate Disenfranchisement, by Sergio Alberto Gramitto Ricci and Christina Sautter, describes the problem as a “rights–power gap.” Corporate governance gives shareholders formal tools—votes, proposals, litigation rights—but the institutional environment often prevents most investors […]
Employees owning 3–20% of a public company isn’t a feel‑good fringe idea—it’s one of the most underused tools we have to boost performance and democratize capitalism. Across the best empirical studies of U.S. public firms, small but meaningful employee ownership stakes and broad‑based stock options are associated with higher valuations and, in many cases, better […]
On the 250th anniversary of The Wealth of Nations, this article explores how Adam Smith’s insights on ownership and incentives illuminate capitalism’s next evolution. Expanding employee ownership—without undermining shareholder governance—could reconnect productivity, responsibility, and prosperity in modern corporations. It could also be pivotal in rescuing our political democracy.
Right to Cure proposals have moved from a reform idea in 2024 to an emerging governance norm. Costco, Microsoft, Cisco, Clorox, Exact Sciences, Hain Celestial, and many other companies have adopted right-to-cure provisions. Several companies each year have negotiated withdrawals of my proposals after agreeing to implement “right to cure” language. What began as a […]
Employee ownership without control capture could be the way out of our current quagmire. For more than three decades at CorpGov.net, I have argued that corporate governance works best when ownership, accountability, and voice reinforce one another. Too often, debates about stakeholder capitalism versus shareholder primacy miss a simple truth. Employees are not outsiders to […]
Dear Bob, I read your final reflections—Advice to a Younger Me—not once, but several times. Intending to write a book review. I ended up writing this letter of reflection because that’s what your last book invites readers to do. Yours is not really an autobiography. It is a reckoning. And it is impossible to read […]
Texas Raising the Bar: At Stake for Shareholder Voice and Democracy The recent corporate-law reforms in Texas are not just a technical tweak, raising the bar. They reframe who gets to put business before shareholders and who can credibly challenge management. Texas Business Organizations Code § 21.373 (adopted via S.B. 1057, effective Sept. 1, 2025) […]
Fiduciary duty did not begin as a doctrine about abstraction. It began as a response to vulnerability. In its equitable origins, fiduciary obligation emerged in the English Court of Chancery to restrain those who exercised discretionary power over the property or interests of another. Trustees, agents, guardians, and partners were bound not because they managed […]
Rule 14a-8: A Cautionary Tale About Abandoning Shareholder Voice Alan Palmiter’s recent essay, Rule 14a-8: A Failed Experiment in Merit Regulation (Still), offers a troublesome critique of the SEC’s long-standing role as arbiter of shareholder proposal “merits.” His diagnosis will resonate with many who have spent time in the trenches of Rule 14a-8. We have […]
“Shareholder primacy is good for companies, employees, and even for other stakeholders,” Nell Minow recently said in a recent Keynote Address to ICGN. She also referenced an old, but still timely, “New Yorker cartoon with a woman raising her hand at an annual shareholder meeting, and one of the executives whispering to another, ‘This is […]
I’m not raising the Costco–Walmart comparison as an abstract exercise. It stems from decades of practical engagement with corporate governance. Especially, executive compensation, and the repeated defense of our growing inequality as an economic inevitability rather than an acknowledged design choice. We All Do Better When We All Do Better – Music for a Democratic […]
In Question 126.06, of an interpretative bulletin issued on January 23, 2026, the SEC’s Division of Corporation Finance clarified that only shareholders who beneficially own more than $5 million of a class of securities may file Notices of Exempt Solicitation under Exchange Act Rule 14a-6(g)(1). While the SEC staff has for decades permitted all shareholders to voluntarily […]
Many companies use supermajority voting requirements to keep shareholders from changing corporate bylaws. Majority voting should be the standard for shareholders to amend bylaws at all companies. Companies run by entrenched authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement […]