Second Annual Board Governance Research Report

Second Annual Board Governance Research Report

The second annual Board Governance Research report on Women on Boards of Companies Headquartered in California examines the current state of board gender diversity. California made history in 2018 by becoming the first state in the U.S. to require that public companies headquartered in the state have women on their boards. Last year’s report was cited in […]

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Index Funds - Jill Fisch

Jill Fisch: Index Funds Investors Can Switch

Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others.  The following is the central highlight: Our key insight is that although […]

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Big Three Index Funds - Bebchuk and Hirst

Big Three Index Funds: Bebchuk, Hirst and More

Lucian Bebchuk has given more thought to the issues surrounding the Big Three Index Funds than other researchers. He and Scott Hirst recently provide a “comprehensive theoretical, empirical, and policy analysis of index fund stewardship.” Reference also Strine: Big 4 Responsible to “Forced Capitalists,” as well as The Untenable Case for Keeping Investors in the Dark by […]

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Fitch ESG Relevance Scores

Fitch Links ESG to Credit Ratings

Fitch Ratings today announced the launch of a new integrated scoring system that shows how environmental, social and governance (ESG) factors impact individual credit rating decisions. On one side, the Main Street Investors Coalition believe investors must focus on maximizing financial return and management knows best. On the other side are those who want to broaden […]

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Do the opposite

Do the Opposite: Franklin Resources Plays George

Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)

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GPW 12-7-18

2018 GPW 10: Corporate Governance Impact

Global Proxy Watch (GPW) is terrific publication by Stephen Davis and Aaron Bernstein aimed at the corporate governance industrial complex. I read every word of every issue. It only runs a couple of pages, but it is jammed packed with news that cannot be found elsewhere. Here’s one article that took up about 1/4 of the […]

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Frozen Charters

Frozen Charters: Major CorpGov Issue

Thanks to Scott Hirst‘s articles and papers on the subject, I can borrow his catchy label for one of biggest current problems in corporate governance. Frozen charters are supermajority provisions that are impossible to repeal. He appears to attribute that to the 2012 change by the New York Stock Exchange (NYSE), which changed its policies […]

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Directors Forum 2019 acutually voting at 2018

Directors Forum 2019: Register Now

I just registered and booked for Directors Forum 2019. San Diego is a great place to be in January. The 14th annual Forum promises to be the best yet. Will you join us this year? Check out the agenda. Photos from the 2018 event. Here are a couple of my posts from last year’s Forum. (more…)

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Cisco Systems 2018

Cisco Systems 2018: Proxy Voting Recommendation

The Cisco Systems 2018 annual meeting is December 12th. To enhance long-term shareholder value, vote AGAINST directors Arway, Desroches, Grauer and Thiry, as well as pay and the auditor. Vote FOR shareholder proposals to split chair and CEO and to Deduct Impact of Stock Buybacks from Executive Pay.  CorpGov.net is an independent source for information about shareholder rights by […]

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Support for Corporate Political Disclosure

Support for Corporate Political Disclosure Surges

Support for corporate political disclosure sponsored by the Center for Political Accountability’s resolution jumped among the largest mutual funds in 2018.  An analysis by Fund Votes found support moved to 53%, up from 45% in 2017. This 8% increase was the largest since CPA began tracking institutional investor votes on its resolution in 2008. (more…)

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Discussion Regarding Disclosures on ESG

SEC-IAC: Disclosures on ESG Topics 

The following is a letter I sent to the SEC-IAC regarding their upcoming  12/13  Discussion Regarding Disclosures on ESG Topics. These recommendations overlap with my comments at the SEC Proxy Process Roundtable and re File Number 4-725. Some of the recommendations are slightly tangential to the Upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. However, my hope is […]

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SEC Video Proxy Process

SEC Proxy Process Video 11-15-2018

SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)

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real Main Street Investors

Real Main Street Investors Endangered

Real Main Street Investors are NOT the members of a Coalition formed by the National Association of Manufacturers to buttress arguments made by the Business Roundtable and United States Chamber of Commerce. (see Main Street Investors: Battle Coming) In fact, real Main Street investors are an endangered species that may actually go away if the Coalition gets […]

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Small Shareholders

Small Shareholders Critical to Democracy

Some corporations and lobbying organizations claim small shareholders (Chevedden, McRitchie/Young, and the Steiners) submit 40% of proposals, most fail and we are forcing companies to waste money. Actually, small shareholders are critical to democracy.  This is an old complaint. A 1947 hearing on proxy rules before a House Committee charged shareholder proposal rules would provide a […]

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ESG assets Trend up

ESG Assets Surging but at Risk

US SIF study documents environmental, social, and governance — ESG assets — under management surging. ESG assets now account for one in every four investment dollars. Demand for ESG asset focus is coming from real people. In contrast, the Main Street Investors Coalition [funded by the National Association of Manufacturing (NAM)], insists on “maximizing performance ahead of […]

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Chevedden Group

Chevedden Group Proxy Proposals

For years, the “Chevedden group” (Chevedden, McRitchie/Young and Steiner) has focused almost exclusively on governance proposals. More democratic corporations are likely to listen to their shareholders on other issues as well.  Democracies facilitate voice and the exchange of ideas. Fighting for environmental and social issues, while extremely important, felt like addressing symptoms, rather than root […]

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Glass Lewis 2018 Proxy Advice Update

Glass Lewis 2018 Proxy Advice Update

Glass Lewis 2019 proxy advice updates address many issues. See 2019 Proxy Paper Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice. I have reproduced much of the summary of changes below, leaving off the section discussing clarifying amendments. One that stands out for our small group of so-called ‘gadflies’ addresses our concern […]

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listing standards valuation-dual-class-firms

Listing Standards Requested by CII

Listing standards change sought by the Council of Institutional Investors (CII). CII filed petitions with the New York Stock Exchange (NYSE) and the NASDAQ, asking both to limit listings of companies with dual-class share structures. They have taken the right approach to address a growing problem. I hope it ends a worldwide race to the […]

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CSR Investments

CSR Investments May Someday Drive CalPERS

CSR investments may someday drive investments at CalPERS. That possibility is many years off but may a get start at the California State Retirees (CSR) Delegate Assembly, held October 22-23 in Sacramento. CSR is smaller than many of the unions representing currently employed public employees in California but our members vote. (more…)

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SEC Shareholder Proposal Panel

SEC Shareholder Proposal Panel – Take Action!

The November 15 SEC Roundtable on the Proxy Process will include me on the SEC Shareholder Proposal Panel. Public announcement with instructions for submitting comments. I will only have a few minutes at the Roundtable. What should I emphasize? Where should I stay in DC? Take Action: Readers of CorpGov.net know far more than I do. Please email your suggestions […]

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Salesforce CRM

Salesforce CRM Adopts Special Meetings

Salesforce CRM Adopts Special Meetings provision for shareholders with 15 Percent Shares. I am just circling back and can now ensure myself and readers that our 50.5% win on our 2017 proposal was implemented. See exhibit 3.1 and 3.2 of 8-K filing. We also expect to see action on our 2018 proposal to end supermajority […]

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LGBT Rights

SEC Jeopardizes Shareholders’ Fight for LGBT

LGBT rights are under fire at the SEC. Despite gains in the push for equality, lesbian, gay, bisexual, and transgender (LGBT) individuals still face significant discrimination and harassment in the workplace.  A 2017 survey by the Center for American Progress found that 25% of LGBT respondents reported experiencing discrimination because of their sexual orientation or gender identity […]

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SB 826

SB 826: Sidley Austin LLP Update

SB 826 requires specified California-based public corporations to include women directors on their board. Sidley Austin LLP put out a bulletin on the topic. To ensure it receives widespread circulation, I am reproducing its main text below, with one minor change to break up an absurdly long sentence. (more…)

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