Archive | December, 2017

Shared Ownership Can Address Unequal Economy

How Shared Ownership Reforms Can Address Popular Anger about an Unequal Economy

In May 2017, U.S. Senators Sanders, Leahy, Gillibrand, and Hassan introduced legislation intended to help workers become owners. Their bill calls for a national employee ownership bank and helps states develop employee ownership centers. This comes after a dozen major cities and nearly as many states have acted to reduce barriers to shared ownership business models that offer an alternative to the investor-owned corporation. Promising approaches include employee stock ownership plans, worker-owned cooperatives, and community-owned renewable energy cooperatives. Continue Reading →

Continue Reading · 0

2017 Tax Planning: As You Sow

I noticed some 2017 Tax Planning advice from Blank Rome LLP and thought to alert readers.  On December 20, 2017, Congress passed its comprehensive tax reform bill, the Tax Cuts and Jobs Act (“the Act” or “the Bill”), which is expected to be signed into law by President Trump in early January 2018. The Bill represents one of the most extensive modifications to the U.S. tax code in recent history, significantly modifying U.S. taxation for individuals and businesses. Most provisions take effect on January 1, 2018, but the time to act is now. You may not like this legislation but it will go into effect regardless. Now is the time to make a huge tax deductible donation to your favorite 501(c)(3). Mine is As You Sow. Continue Reading →

Continue Reading ·

Maxine Waters Opposes HR 4015 Proxy Advisors

HR 4015 Statement of Opposition

HR 4015 was opposed yesterday by Congresswoman Maxine Waters (D-CA), Ranking Member of the Committee on Financial Services. She gave the following floor statement in opposition to HR 4015, a bill that would undermine sound corporate governance:

Mr. Speaker, HR 4015, the so-called Corporate Governance Reform and Transparency Act, would create an untested, inappropriate, and burdensome regulatory framework for proxy advisory firms, making it much more difficult for shareholders to obtain unbiased research used to make well-informed voting decisions about the companies they own. Continue Reading →

Continue Reading ·

Directors Forum 2018: Best Stakeholder Interactions

Directors Forum 2018: Directors, Management & Shareholders in Dialogue brings together investors, directors and management to engage in open, off-the-record dialogue about today’s pressing governance issues. Speakers will put a spotlight on the escalating impact of “corporate culture” on business success.

Hosted by Corporate Directors Forum, Directors Forum 2018 will be held on January 21-23, 2018 at the University of San Diego.  It is designed to encourage interaction between attendees and the nation’s leading corporate governance authorities. Continue Reading →

Continue Reading ·

CII Highlights Chinese VIE Corporate Structure Risk

A new report from the Council of Institutional Investors (CII) underlines the risks posed to investors by a corporate structure called a variable interest entity (VIE). Sixty two percent of Chinese companies listed on U.S. stock exchanges use a VIE, including internet giants Sina, Baidu, Alibaba and JD.com. U.S. exchanges are experiencing a surge of Chinese VIE IPOs, with 20 filings this year, including 15 since September 1, compared to six in 2016 and seven in 2015. Continue Reading →

Continue Reading ·

CalSTRS Best Place to Work: Survey Could Cinch Fourth Honor

CalSTRS was named a Best Place to Work in Money Management for 2017 by Pensions & Investments magazine. This year’s honor is the third CalSTRS has garnered—the only public pension plan to do so. They could cinch a fourth such honor by surveying member values.

Pensions & Investments, a global news source for money management, created the survey and award program, which is dedicated to identifying and recognizing the best employers in the money management industry. Continue Reading →

Continue Reading ·

What Would Alexander Hamilton and Wilma Soss Think About the P&G Proxy Fight?

With activist investor Nelson Peltz of Trian Partners making an intense and expensive play for a seat on the board of troubled Proctor & Gamble, the past six months have witnessed the largest proxy battle, and perhaps the oddest one, in U.S. history. In October, it appeared to be over, as the relieved P&G management declared Peltz to be the loser based on its preliminary count of proxy votes.

The drama, however, took an unusual turn in November when Peltz announced that an independent vote count revealed that he indeed had won a seat on the board, albeit by the thinnest of thin margins. Whether Peltz truly succeeded in winning the battle will undoubtedly be hotly contested by P&G. But whatever happens, it is worthwhile at this juncture to put the Peltz play in some historical perspective. What would Founding Father Alexander Hamilton and pioneer “corporate gadfly” Wilma Soss think about the P&G proxy fight? Continue Reading →

Continue Reading ·

Ordinary Business: Human Rights/GHG, Says Apple

Apple again invokes the ‘ordinary business’ exclusion roadmap provided by SEC Staff Legal Bulletin 14I (SLB 14I) in an attempt to muzzle shareholders. In the face of mounting evidence of inevitable manmade climate change and with the recognition that society has increasingly limited possibilities of mitigating the worst outcome for future generations, Jantz Management LLC submitted a shareholder proposal to Apple, Inc. asking the company to report on the feasibility of achieving net zero greenhouse gas (GHG) emissions, including Apple’s manufacturing GHG emissions, by a target date of 2030, 2040, or 2050.

Similar to a proposal submitted by Jing Zhao, requesting that Apple establish a Human Rights Committee (see no-action request), the company did not engage in dialogue with the shareholder, but responded by invoking the ordinary business exemption under rule 14a-8(i)(7), asking the SEC to allow the company to omit the Continue Reading →

Continue Reading ·

Millennials: Sustainability 401k Plans

As millennial-aged employees now represent the majority of the U.S. workforce, it is increasingly important that corporate management finds ways to engage them in the company. Creating 401k plans which connect to their core values — like solving human, social and environmental problems through their work and investments — can be a huge advantage to the company as a whopping 85% of millennials surveyed in the 2016 US Trust study said they consider their investment decisions as “a way to express their social, political, and environmental values.” This attracts the best talent, spurs employee engagement, extends retention, and sparks innovation. Continue Reading →

Continue Reading ·

Berry Global Group Adopts Majority Vote

The Board at Berry Global Group ($BERY) is moving toward more democratic governance, thanks to the efforts of a retail shareholder who would be denied the right to file proposals if the Chamber of Commerce, Business Roundtable and others had their way. The Berry Global Group has adopted proposals submitted by the same small retail shareholder three years in a row. Together, the Board and a small retail shareholder are making a good company even better.

This year, in response to a proposal we filed on behalf of my wife, Myra Young, the Board of the Berry Global Group amended its bylaws and governance guidelines to require a majority vote for directors running in uncontested elections and further requiring that unsuccessful nominees tender their resignation. (8-K filed November 30). We are gladly withdrawing the proposal, which was implemented in full. Continue Reading →

Continue Reading ·

$UNFI: Proxy Voting Guide

$UNFI, United Natural Foods, Inc. distributes natural, organic, and specialty foods and non-food products in the United States and Canada. The company operates through three divisions: Wholesale, Retail, and Manufacturing and Branded Products. $UNFI opposes giving shareholders effective rights to allow shareholders to call a special meeting and opposes putting change-in-control agreements to a shareholder vote.  Without such changes, $UNFI is likely to continue to lag the Nasdaq, as it has done for the last one, two and five year time periods. (See 5-year returns above.)

Most shareholders don’t vote because reading through 75 pages of the proxy AND many more pages of appendices are not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts. The annual meeting is coming up on December 13, 2017. I voted with the Board’s recommendations 50% of the time.  Read Warnings below. Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by WooThemes