Corporate Accountability Fall 2021: Restoring the Balance. This is your chance to discuss the issues with Nell Minow, Michae O’Leary, Andy Behar, Josh Zinner, Doug Chia, Bruce F. Freed, Heidi Welsh, Jon Lukomnik, Tim Smith, Christina Sautter, Rick Alexander, Karen E. Woody, Sanford Lewis. Spring will include Leo Strine Jr, Brandon Rees, Jackie Cook, David Webber, Judy Samuelson, Bruce Herbert, and more. Speakers in the series are welcome to join additional sessions of interest using their log-in (or contact me). Watch CorpGov.net for the Spring 2022 semester.
Facilitated by shareholder advocate Jim McRitchie. Three individuals filed almost 1/3 of all proposals in 2021. Time for more to join the ESG Team? Or, just curious? Signup instructions at the bottom.
- Mondays, September 13 (13 weeks) Noon to 1:30 pm Pacific (or as determined). Repeats in Spring 2022.
Corporate Accountability Fall 2021: Sign Up
The 2021 Fall Catalog is now available on the Renaissance Society website. Class size is limited to 5o, with 15 waiting in the wings to take the place of dropouts.
First go to The Renaissance Society – Member Home. If you are new to Renaissance, click on sign up and pay $100. Once signed up, you will receive a Renaissance ID number by email. If you do not get it, email renaissa@csus.edu or call the office at (916) 758-5133. You can always email me and I will let you in to your first class while the processing gears turn.
Once you get your Renaissance ID number, Sign in, using that number and your last name. Then hit the Add Program button. Search: Corporate Accountability or scroll way down to Monday Noon Seminars & SIGs and you will see it listed there. Click on the enroll button; then on the submit button. That should take you back to The Renaissance Society – Member Home where you can click another button to have an email sent to you with a Zoom link to our class/group.
If you sign up for Corporate Accountability, you might as well look at the 2021 Fall Catalog, since you can sign up for lots of other programs at no additional cost. There is an online flipbook and a PDF version that you can download and print out. If using an Apple product on the flipbook, view with Chrome, since on Safari every other page appears to be missing. Corporate Accountability can be found on page 37. There are several on economics and investing. I signed up for The Science of a Happy Dog, and I don’t even have a dog. You can take all the classes you want for two semesters.
Need help? Here’s a guide on How to Enroll in Programs.
Corporate Accountability Fall 2021: Why Join our Forum?
Invested in stocks, but don’t want to destroy the planet? Corporations are the most powerful social invention for creating wealth. They can also ruin our environment and tear our social fabric. This forum is for people between the “have nots” and “have yachts.”
Learn how even small shareholders can make corporations more accountable and sustainable, using the tools of democratic corporate governance. We will discuss strategies for shaping and influencing the proxy vote at public corporations to make a difference. After brief introductory remarks, each session will feature a guest speaker. Below, I list the first three. (subject to change)
9/13 Nell Minow
What better way to begin our forum than with Nell Minow, the Queen of Good Corporate Governance? In the talk below, Minow addresses an audience sponsored by the Center for Study of Responsive Law.
Minow is Vice-Chair of ValueEdge Advisors. Formerly she was Co-founder and Director of GMI Ratings and Co-founder of its predecessor firm, The Corporate Library. She was a Principal of LENS, which “bought stock in under-performing companies and used shareholder activism to increase their value.” She was dubbed “the CEO Killer” by Fortune magazine for ousting non-performing CEOs at companies like Sears, American Express, Kodak, and Waste Management. She served as President of Institutional Shareholder Services. She also has another side as Movie Mom and has long been a superhero of mine.
9/20 Michae O’Leary
Many have heard of Engine No. 1. With 0.02% of Exxon’s shares, they won three board seats, with the goal of reducing its carbon footprint. Engine No. 1 was supported by BlackRock, Vanguard, and State Street, which rarely side with activists. Last year, $51.1B was invested in ESG funds, double the $21.4B invested in 2019 and nine times the 2018 level. (Exxon’s Board Defeat Signals the Rise of Social-Good Activists)
Michael O’Leary is a managing director at Engine No. 1, which is now offering Transform 500 ETF (VOTE). The fund tracks the Morningstar Large-Cap Select Index and has a net expense ratio of 0.05%. Its purpose is to be an investor advocate. “The problem isn’t passive investing. “It’s passive ownership,” said O’Leary. Only 20 of 186 social and environmental shareholder proposals in 2020 passed. “This is an opportunity to engage clients without changing their underlying exposure.” (Engine No. 1 Introduces a New Kind of Purpose-Driven ETF) O’Leary co-authored Accountable: The Rise of Citizen Capitalism.
9/27 Andrew Behar
Andrew Behar is CEO of As You Sow, the nation’s leading non-profit practitioner of shareholder advocacy and engagement. Since 1992, As You Sow has used shareholder power to align investments with values and compel companies to reduce material risk on issues including climate change; toxins in the food system; ocean plastics; diversity, equity, and inclusion; racial justice; and wage equity.
Previously Andrew was a documentary filmmaker and entrepreneur founding start-ups developing an innovative physiological monitoring medical device and grid-scale fuel cells. He is on the XPrize Brain Trust for Abundant Energy and the advisory boards of Real Impact Tracker and 1-Earth Institute. His book, The Shareholders Action Guide: Unleash Your Hidden Powers to Hold Corporations Accountable, was published in November 2016 by Berrett-Koehler.
10/4 Josh Zinner
Josh Zinner is CEO of the Interfaith Center for Corporate Responsibility (ICCR). My original interest in corporate governance stems from their work. ICCR pioneered shareholder advocacy 50 years ago to press companies on environmental, social, and governance issues. Today, their coalition of over 300 global institutional investors represents more than $4T in managed assets.
For the eight years prior to coming to ICCR, Josh co-directed the New Economy Project. Among earlier roles, Josh founded and ran the Foreclosure Prevention Project at South Brooklyn Legal Services for more than a decade. He helped to build and lead an influential statewide coalition of over 160 organizational members, New Yorkers for Responsible Lending, which fielded successful campaigns to achieve groundbreaking legislation and regulation to curb financial abuses. Previously, he worked with Oxfam America on private sector campaigns including access to medicines work; as a housing lawyer with low-income seniors; and as a social worker for five years working with adjudicated youth, street children, and homeless adults. Before it was temporarily disbanded in June of 2018, Josh was a member of the Community Advisory Board of the Consumer Financial Protection Bureau.
10/11 Douglas Chia
Douglas K. Chia is President of Soundboard Governance LLC and a Fellow at the Center for Corporate Law and Governance at Rutgers Law School. Previously, Doug was Executive Director of The Conference Board ESG Center where he continues as a Senior Fellow. Doug is a Fellow at the Aspen Institute Business & Society Program, Advisor to Foresight® BoardOps, and a member of the Advisory Boards of the ESG Professionals Network and PracticalESG.com.
Doug served as Corporate Secretary of Johnson & Johnson, of Tyco International and practiced law at Simpson Thacher & Bartlett and Clifford Chance, both in New York and Hong Kong. More. One of my personal favorites: Reimagining Board Committees to Accommodate Worker Voice.
10/18 Bruce Freed
Bruce F. Freed is president and co-founder of the Center for Political Accountability. Freed is widely respected as one of the leading figures in the money and politics space. Under his leadership, CPA produces the annual CPA-Zicklin Index, which benchmarks the S&P 500 companies on their political disclosure and accountability policies and practices, and TrackYourCompany.org, a searchable, sortable database on company political spending. He helped develop the Center’s innovative strategy of using corporate governance to address the risks companies face from political spending. As a result of CPA’s efforts, political disclosure and accountability is recognized as the norm.
As the business and politics columnist from 1998 to 2003 for The Hill, a newspaper that covers Congress, he was the first to explore the implications of the absence of transparency and accountability in corporate soft money giving. Freed also commented on business and politics on Public Radio International’s Marketplace. He spent a decade on Capitol Hill as chief investigator for the Senate Banking Committee, staff director of a House subcommittee, and a senior aide to two members of the House leadership.
10/25 Heidi Welsh
Heidi Welsh, the founding executive director of the Sustainable Investments Institute (Si2), has analyzed and written about corporate responsibility issues since the late 1980s. She oversees Si2’s operations and research. Welsh was the lead author of Si2’s two studies about the corporate governance of political spending in the S&P 500, published in 2010 and 2011 with the IRRC Institute.
Previously, Welsh helped author seasonal and annual reports on proxy voting trends starting in 1987 at the Investor Responsibility Research Center (IRRC), closely followed social and environmental shareholders resolutions and their results, and for 16 years ran the monitoring program examining corporate compliance with the MacBride principles for fair employment in Northern Ireland. She co-authored the Carbon Disclosure Project‘s 2007 report on S&P 500 companies and also set up a global sustainability metrics project for RiskMetrics analyzing 1,800 of the world’s biggest companies. Welsh also served on the Global Reporting Initiative‘s Electric Utility Sector Working Group in 2008-09 and participated in an Oxford University assessment of Northern Ireland’s affirmative action legislation.
Record-Breaking Year for ESG Shareholder Resolutions
11/1 Jon Lukomnik
Jon Lukomnik is a pioneer of modern corporate governance. Currently, managing partner of Sinclair Capital LLC, Senior Fellow at High Meadows Institute, member of the Deloitte Audit Quality Advisory Committee, the Standing Advisory Group of the Public Company Accounting Oversight Board, and a trustee on the Van Eck mutual funds, insurance trusts, and European UCITs.
Jon was the Pembroke Visiting Professor at the Judge Business School at Cambridge for the winter 2020 semester. See Moving Beyond Modern Portfolio Theory: Reflections, Review: What They Do With Your Money and The New Capitalists.
Jon has been the investment advisor or a trustee for more than $100 billion (including New York City’s pension funds) and has consulted to institutional investors with aggregate assets of nearly a trillion dollars. He served for more than a decade as the executive director of the IRRC Institute. Jon co-founded the International Corporate Governance Network (ICGN) and GovernanceMetrics International (now part of MSCI)
11/8 Tim Smith
Tim Smith joined Boston Trust Walden in 2000 after serving for 30 years at the Interfaith Center on Corporate Responsibility (ICCR), including 24 years as Executive Director. He is Senior ESG Advisor on shareholder engagement efforts related to climate lobbying and governance. Tim frequently represents Boston Trust Walden at public events and helps to foster long-term client relationships. He chairs the ESG Research & Engagement Committee and is a member of the Active Ownership Committee.
Tim has won too many awards to list here. He has served on multiple boards and chaired advisory councils for several different institutions. He currently serves as chair for Shared Interest, which mobilizes economic resources for communities in Southern Africa and as co-chair of the Investment Committee of the Thirty Percent Coalition (the Coalition for U.S. board diversity®), which aims for equal representation for women and people of color on corporate boards of directors.
11/15 Christina M. Sautter
Christina Sautter specializes in corporate governance matters, particularly as they relate to investors’ engagement and to mergers and acquisitions at Louisiana State University Paul M. Hebert Law Center. Her current strand of scholarship focuses on new generations of investors’ power to transform corporate governance, analyzing the role of technology and online communications as well as generational features and affinities. Her co-authored article, Corporate Governance Gaming: The Power of Retail Investors, forthcoming in the Nevada Law Journal, addresses the potential of new generations of retail investors to change corporate governance.
History might consider the recent, and ongoing, GameStop and meme stock trading frenzy as a watershed moment setting forth a chain of events that shifts corporate governance forever… The movement would be based on disintermediation of investments and aimed at bringing business corporations to serve their original partly-private-partly-public purpose… By changing the focus from mere economic goals to ESG, wireless investors will set in motion a social movement leading to a paradigm shift in corporate governance.
She is the co-author of Mergers and Acquisitions Law, a hornbook published by West Academic Publishing. Prior to entering academia, she practiced in the Mergers & Acquisitions Group in the New York City offices of Shearman & Sterling LLP, where she represented companies from a variety of industries in multi-million- and billion-dollar multinational M&A deals on both the sell-side and buy-side. She also provided ongoing corporate governance advice to boards of directors. Listen to Sautter and Servio Gramitto Ricci on Business Scholarship with Andrew Jennings. Read my review; Corporate Governance Gaming.
11/22 Frederick Alexander
Rick Alexander is Founding Partner, CEO, and Board Member of The Shareholder Commons. He practiced law for 26 years at a leading Wilmington-based firm, including four years as managing partner. During that time, he was selected as one of the ten most highly regarded corporate governance lawyers worldwide and as one of the 500 leading lawyers in the United States. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe. He left that position in 2019 to develop the concepts behind The Shareholder Commons as a B Lab Fellow.
Rick serves as President-Elect of the Benefit Company Bar Association and chairs the Funding Committee of the Delaware Access to Justice Commission. He also serves as Director and Treasurer of the American College of Governance Counsel, a member of the Commonwealth Climate and Law Initiative Advisory Board, a Research Fellow of British Academy Future of the Corporation Program, and a member of the Advisory Council of the Program on Purposeful Ownership at the Said Business School, Oxford. He is also Secretary of the Transgender Legal Defense and Education Fund.
11/29 Karen E. Woody
Karen E. Woody is an internationally recognized expert and scholar on securities, compliance, and ESG matters, including nonfinancial disclosures mandates. She is an Associate Professor of Law at Washington & Lee University School of Law, where she teaches classes on corporate governance, securities, and insider trading. Before joining W&L Law, Professor Woody taught in the Business Law and Ethics Department of Indiana University’s Kelley School of Business, where she taught courses on business planning and corporate finance. Prior to entering academia, she practiced law in Washington, D.C., advising corporate and individual clients on issues related to white-collar crime and compliance issues, with a particular focus on international corruption, securities and accounting fraud, and internal corporate investigations.
Professor Woody can be reached at kwoody@wlu.edu. See her papers on SSRN. Listen to episode 9 of the ESG Report with Tom Fox.
12/6 Sanford Lewis
Sanford Lewis
Sanford Lewis a lawyer whose law practice focuses on ESG and shareholder activism on the environment and human rights, including issues of climate change and stakeholder impacts such as racial and gender equity:
- representing large investors and small, such as the New York State Common Retirement Fund, NorthStar Asset Management, and the Investor Environmental Health Network.
- founder and director of the Shareholder Rights Group, a coalition of leading investment organizations seeking to preserve and advance their rights to address environmental and social issues at their portfolio companies.
- a leading advocate of improved disclosure and accounting on environmental and human rights, and author of “Fooling Investors and Fooling Themselves: How Aggressive Corporate Accounting and Asset Management Tactics Can Lead to Environmental Accounting Fraud.”
- documentary filmmaker including the short films Twenty Years Without Justice: The Bhopal Chemical Disaster, Burning Issues in Medical Waste, The Truth About Cats, Dogs, & Lawn Chemicals and Contaminated Without Consent, as well as a feature documentary An Intimate Dance: Journeys through Movement and Touch.
Mr. Lewis has a BS in Environmental Studies and Urban Communications from Cook College, Rutgers University, and a JD from the University of Michigan Law School.
2022 and Beyond
More guests are being lined up. I continue taking recommendations from those who sign up for the Shared Interest Group.
Corporate Accountability Fall 2021: About Jim McRitchie
According to a New York Times columnist, Jim McRitchie is one of three shareholders holding corporations “hostage.” See Grappling With the Cost of Corporate Gadflies and my rebuttal, Deal Professor Equates Filing Proxy Proposals with Terrorism.
He has written dozens of laws and rules and has filed over 400 proxy proposals. During the 2019 and 2020 proxy seasons, Jim’s proposals averaged more than 50 percent support from shareholders, many at major corporations. Jim has testified before the Securities Exchange Commission (SEC) and other government bodies. Learn more about Jim by clicking the About tab above.
Yes, you can be something of a shareholder activist without a hedge fund or millions of dollars.
Old One Minute Video Pitch
This is an old pitch. Our shared interest group now meets on a different day in a more exciting format. Some of the books on my selves have changed but I still have the same old jacket.
Corporate Accountability is more important than ever.
Thanks Eleanor. I think this will be a fun group. We’ll see.
Eleanor is the Founder and Chief Executive Officer of The Value Alliance Company and the Corporate Governance Alliance. She is also a frequent contributor to Fortune and other publications. One of my favorites: The SEC’s New Rules Will Move Companies Backward.
Looks like an interesting class
Thanks John. Last year I spent several sessions on background, how to submit proposals, etc. This time it will all be guests and discussion around what they say (and don’t say).
By now, John Chevedden must have passed Lewis D. Gilbert as the most prolific filer of shareholder proposals in history. Here’s an old but still interesting news article on his work: Economy-class activist investor crashes the corporate party.