Money and Politics Get a Divorce. That would be a nice headline. It has been more than ten years since the US Supreme Court held that corporations could spend unlimited funds on election campaigns in their decision, Citizens United v. Federal Election Commission. Money and Politics Get a Divorce: Still Waiting Justice Kennedy’s majority opinion […]
Apple 2020 Proxy
Apple 2020 annual meeting is 2/26/2020. To enhance long-term shareholder value, vote AGAINST Al Gore (1C); Art Levinson (1E); Ron Sugar (1F), pay and the auditor. Vote FOR shareholder proposals #4 Proxy Access Amendments; #5 Report Link Pay to Sustainability; and #6 Report on Freedom of Expression. (more…)
GPW Highlights SEC Blowback
GPW (Global Proxy Watch) discussed selected comments from investors to the SEC concerning two proposed rules in an article entitled Blowback, reproduced below with permission. GPW normally runs two pages, summarzing weekly developments on governance and stewardship from Stephen Davis and Aaron Bernstein. Blowback took almost a page. (more…)
File No. S7-22-19: My Deadline Comments
File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]
SEC Release Comments Due Today
SEC Release File No. S7-23-19 comments are due today. This Release and that of File No. S7-22-19 are the most dangerous I have seen during my twenty-five years of blogging. Both would make corporations less accountable to their owners and the public. Both would help turn corporate governance into a more democratic-free zone. Thousands of comments opposing […]
Defending Retail Shareholder Advocates
Defending Retail Shareholder Advocates: Another Day – Another Comment Letter to the SEC Help protect shareholder rights. See SEC Rulemaking Comment Tips. Read any good comment letters on SEC File No. S7-22-19 or S7-22-19? Please let me know in comment form below or by email. Defending retail shareholder advocates will require lot more than the […]
File No. S7-23-19 by the Questions
File No. S7-23-19 would set draconian requirements to submit and to resubmit shareholder proposals based on the desire of entrenched managements and boards to thwart accountability and to create democratic-free zones around corporate governance.
Proposals Under Attack by SEC
Proposals & shareholders are under attack by the SEC. Review finds no necessity for SEC proposed rules and a likely market cost of billions of dollars in American wealth. (more…)
MALEK: Working From Within
MALEK: Working from within, is an op-ed that appeared the Yale Daily News, on January 13, 2020. Gabriel Malek makes critically important points that need to be heard, especially by students but also by CorpGov.net readers who want to work with them. Malek’s key message: While students fight for divestment, also fight for shareholder engagement and […]
Costco 2020 Proxy: How I Voted
Costco 2020 annual meeting is January 22nd. To enhance long-term value: Vote AGAINST Charles T. Munger, Auditor, and “True Diversity” Board Policy; FOR Director Removal Without Cause. Unfortunately, the meeting is virtual-only, instead of hybrid, so shareholders cannot meet each other, the directors or management. The board/management can also screen out any comments or criticisms. (more…)
Sock Puppets for Proxy Advisory Rule
Sock puppets are trying to generate another round of astro-turf comment letters to the SEC. Proxy advisors do NOT file shareholder proposals. Your money is NOT being stolen to pay for abortions. Shareholder proposals are nonbinding and do NOT give money to anyone. This YouTube video is full of lies made up by fake organizations […]
YourStake.org at SRI30 Conference
YourStake.org had one of the most crowded booths at the #SRI30 Conference last November. Maybe it was the cardboard box draped with an old Halloween costume around a computer and printer that drew people in. Maybe it was product. The center of attention looked a like a homemade video arcade to me. Every time I walked […]
Professional Athletes at SRI30
Professional Athletes at #SRI30 were touted as the “next wave of impact.” I was delighted to learn from a panel of retired professional athletes about their second careers… giving back to the community. I am not a big sports fan but most Americans are. This panel presented a great opportunity for many the SRI community […]
SEC Rulemaking Comment Tips
SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]
2020 ESG Proposal Lists
2020 ESG Proposal Lists Updated Our 2020 ESG proposal lists have been updated, thank to Lynn Jokela (bio) who posted something the other day at TheCorporateCounsel.net about how to find “other companies who are receiving the same shareholder proposals.” Presumably Jokela was focused on corporate counsel. Of course, our readers, primarily investors, also want to know who […]
Shareholders Target Fund Voting For Sunlight
Shareholders target fund voting at BlackRock Inc., Vanguard, JPMorgan Chase, T. Rowe Price, and Northern Trust. (BlackRock, Vanguard Face Shareholder Rebuke Over Climate Votes, Bloomberg, 12/13/2019) With their rights under attack by the SEC, shareholders are beginning to realize how their investments are too often voted in corporate elections to concentrate power in self-serving corporate […]
Millennial Socialists Bolstered by SEC
Millennial socialists have not been overtly embraced by the SEC, but the Commission’s recent proposals to disempower proxy advisors and shareholders below the level of multi-millionaire’s plays into the hands of those advocating a socialist economy. The Commission’s proposed rules would further concentrate the power of corporate elites and reduce their accountability to “Main Street” […]
Guidewire Software 2019 Proxy Votes
Guidewire Software 2019 annual meeting is December 17th. To enhance long-term value: Vote FOR #5 – Majority Voting for the Election of Directors; #4 Eliminate Classified Board. AGAINST director Michael Keller and the auditor. Unfortunately, the meeting is virtual-only, instead of hybrid, so shareholders cannot meet each other, the directors or management. The board/management can also […]
Larcker and Tayan Re-Discover the Governance Wheel
Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear […]
The Costs and Benefits of Shareholder Democracy
The Costs and Benefits of Shareholder Democracy (download from SSRN) by Nickolay Gantchev and Mariassunta Giannetti was referenced several times in the SEC’s proposed rulemaking to “modernize” the shareholder proposal process by making corporations more of democratic-free. The research was also referenced by two SEC Commissioners at the meeting when the proposal was initially voted […]
Director of Shareholder Advocacy With SHARE
Director of Shareholder Advocacy applications due to SHARE (Shareholder Association for Research & Education) by 5pm (Pacific) on November 29, 2019. This is one of the best positions in the world for someone who wants to push in the right direction with a great organization. (more…)
MGM Dark Money Contributions
MGM dark money is the subject of my first political disclosure proposal submitted for 2020. Dark money corrupts elections throughout the country. In the Supreme Court’s decision Citizens United, Justice Kennedy wrote, “Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits, and citizens can see whether elected officials are […]
2019 Moskowitz Prize Winners
The 2019 Moskowitz Prize Winners were named at the annual SRI Conference last week. The prestigious prize is the only global award recognizing outstanding quantitative research in sustainable and responsible investing. Since its launch in 1996 by Berkeley Haas and US SIF, its winners have explored shareholder activism, socially responsible mutual funds, and social responsible investing as a catalyst […]
CSPI Adopts Director Majority Vote Standard
CSPI adopts director majority vote standard in response to shareholder proposal filed by shareholder James McRitchie (the publisher of CorpGov.net). The SEC proposes supposed Modernization of Shareholder Proposal Rules to gag small shareholders. At least for now, we continue to file to make corporate governance more democratic. CSPI is one more example of success and meaningful […]
Joe Keefe SRI Conference Remarks
Joe Keefe, President and CEO of Pax World Funds, gave the following speech on November 14 on the occasion of the SRI Conference 30th anniversary. I reproduce the speech here for those who could not make it to this important event and because I believe Joe Keefe captured the essence of #SRI30. Note that Pax […]
Extension Sought on SEC Comment Period
Extension sought by Josh Zinner of ICCR for SEC comment period on potentially explosive rulemakings of critical importance to all shareholders. Shareholders would do well to follow his lead by joining him in requesting a 120 day comment period for these complex rules. (more…)
ISS Sues SEC
ISS sues SEC is now “old” news, but I was on vacation when they did so on October 30, 2019, and have been busy since then. This post is primarily for my own future reference. Since the action is historically significant, I may want to reference it in the future. This post on CorpGov.net I […]
Constructive Engagement
Constructive engagement is, supposedly, the primary reason for the SEC’s proposed new rules. As Chairman Clayton noted, Today’s proposed amendments follow from the staff’s extensive experience with shareholder proposals and recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised, including, in particular, the […]
Modernization of Shareholder Proposal Rules
Modernization of Shareholder Proposal Rules Protect Entrenched Boards The SEC’s so-called modernization of shareholder proposal rules would significantly reduce the spread of long-term focus and best practices generated by proposals submitted by “gadflies” like myself to make corporations more democratic. Chairman Clayton seems to believe we file unpopular costly proposals. (more…)
SEC Proposal to Improve Proxy Voting Advice
SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]