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 […]
Majority vote requirements should be the election standard at every company where directors are unopposed. Companies run by authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations. Majority Vote Requirements are key. Get that right, and we […]
In his recent essay, Capitalism at Its Best: America’s Next 250 Years Starts Now, Martin Whittaker, CEO of JUST Capital, offers a thoughtful, historically grounded, and forward-looking call for stakeholder capitalism. He rightly highlights the fraying social contract at the heart of American economic life, identifies the practical aspirations of working people—security, dignity, purpose—and underscores […]
CorpGov.net 2025 Proxy Season Results exceeded our historical average, likely because we filed only 20 proposals directly. As you can see, we failed at five companies but won at fifteen, mostly by reaching agreements. “Winning” by agreement required more careful deliberation and cooperation than winning by vote. Disproportionately, those won by vote may never be […]
Special Meetings should be a shareholder’s right at every company. Companies run by authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations. Corporate governance is key. Get that right, and we can elect directors who care about […]
Spoken introduction: Matteo Gatti’s Corporate Power and the Politics of Change (hardcover, Kindle) is a profoundly original and lucidly argued work that captures one of the defining transformations of our political era: the migration of governance from parliaments to boardrooms. In crisp, interdisciplinary prose that blends corporate law, political economy, and democratic theory, Gatti reveals […]
Online prediction markets are expanding rapidly, with some industry leaders predicting they could one day rival or even surpass stock markets in size (Bloomberg, Barron’s). When the president’s family is financially entwined with these platforms, and the Supreme Court has granted presidents broad immunity for many “official acts,” the risks to capital allocation, corporate governance, […]
Listen to a spoken introduction: Proxy access is needed. Companies run by authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations. Corporate governance is key. Get that right, and we can elect directors who care about growing […]
Proxymity, the leading digital investor communications platform, recently published Revolutionising Proxy Voting in Australia: Overcoming Legacy Inefficiencies with Proxymity, which explores how the Australian market has transitioned from fragmented, manual proxy voting processes to a fully digital, transparent, and real-time environment. (more…)
With All the Brains in the Room — That’s how real value is created in corporate governance, not by making CEOs kings and presidents tyrants.
Here’s me, rehearsing a speech to be given at the SEC-IAC on December 4, 2025. JM – Longer Version of Speech See the agenda. Let’s hope I do better tomorrow. (more…)
Request that the Investor Advisory Committee recommend that the Commission initiate a rulemaking to permit retail shareholders to use Standing Voting Instructions (SVIs) for recurring proxy matters. SVIs would allow shareholders to provide pre-authorized voting preferences across meetings and issuers. Take Action: Provide comments for consideration by the SEC-IAC in its role as the Commission’s […]
Shareholder proposal thresholds limited to the ultra-rich would erode retail investors’ rights, undermine trust in capital markets, and further concentrate corporate voice among passive institutions and the ultra-wealthy. At an SEC-IAC meeting on December 4, 2025, I (James McRitchie) will urge the Investor Advisory Committee to recommend that the Commission not raise Rule 14a-8 thresholds. […]
Values-Primacy & Total Governance Through Activism, by Carliss Chatman and Sergio Gramitto Ricci, argues that everyday stakeholder actions—walkouts, boycotts, consumer backlash, viral campaigns, and proxy voting—function as a real, if often unacknowledged, system of corporate governance. When individuals coordinate across their multiple social roles (worker, consumer, investor, community member), they shape corporate identity more durably […]
The SEC Should Not Strong‑Arm States or Silence Shareholders: Chair Atkins disrupts shareholder rights, misapplies state law, and circumvents the APA
Declassify Boards: Join the Fight Click for 1 minute audio introduction below: Corporate governance is key. Get that right, and we can elect directors who care about growing our companies and our wealth by engaging employees and operating sustainably. Companies run by dictators oppress workers, externalize costs, and support presidents who act like dictators. To […]
The 2025 amendments to Delaware’s Section 220 significantly reshaped the balance of power between shareholder access to corporate books and records and corporate control over disclosure. For shareholder advocates and activists, these changes both narrow the scope of obtainable material and heighten the proof required to secure it, creating new hurdles in pre‑litigation fact‑finding. (more…)
Attorneys General of 16 U.S. States sent a letter (Meta_CSRD_CSDDD) to Mark Zulerberg, encouraging Meta not to comply with European law, which, in practical effect, could amount to a violation of European legal obligations. The letter contains implicit and explicit threats suggesting that if Meta complies with the EU’s CSRD and CSDDD, it may be violating […]
More funds, with many specialized funds created to meet different investor preferences, will likely lead to less monitoring and control by traditional fiduciaries. What implications does that have for those of us interested in shaping corporations, which in turn shape us, to be more democratic and more positive in their contributions to a salubrious environment […]
David Brooks argues that Donald Trump and the MAGA movement have co-opted the revolutionary playbook of the radical left. His October 2025 column, “Hey, Lefties! Trump Has Stolen Your Game,” is correct that MAGA borrows left-wing rhetorical tools—anti-elitism, distrust of institutions, and even the performance of rebellion. But he misreads what those ideas meant in […]
Fiduciary duty, has inverted, to become a duty to the corporation and its shares. We must reclaim it to serve its ultimate beneficiaries—shareholders as people.
The Proxy Voting Choice Revolution is a paper by Alon Brav, Tao Li, Dorothy S. Lund, and Zikui Pan, dated September 12, 2025. It was published by the European Corporate Governance Institute – Law Working Paper No. 875/2025, HKU Jockey Club Enterprise Sustainability Global Research Institute Paper No. 2025/145, available at SSRN: https://ssrn.com/abstract=5500098 or http://dx.doi.org/10.2139/ssrn.5500098. The paper […]
Exxon Vote Capture: approved. They applied for a no-action letter from the SEC Staff. It won approval on the same day. It is disheartening that Staff of a government agency would condone corporate vote rigging by authorizing the violation of the rules. (more…)
Corporate Governance Risks at Tesla: Corporate Governance Risks at Tesla, a notable post yesterday from AInvest Fintech Inc. I think I corrected their AI-generated cartoon. Here’s my summary and thoughts, including how I voted at Tesla. (more…)
Controlled companies underperform, on average, according to research by MSCI. Consider redirecting some of your investments to more democraticly run companies.
Rich Koppes, beloved husband, father, grandfather, brother, uncle, cousin, and dear friend to many, passed away on September 9, 2025. He was 79 years old. Born on August 20, 1946, in Norfolk, Virginia, to his loving parents, William and Mary Ann Koppes, He grew up in Lakewood, California, and for the past 53 years made […]
Proxy Power and How to Squash the Voice of Shareholders would have been a better title for the September 10, 2025, House Committee on Financial Services hearing. The hearing examined the SEC’s Rule 14a-8, which governs the submission of shareholder proposals to publicly traded companies. While some witnesses argued the rule is exploited by activists […]
Both ESG and anti-ESG shareholder proposals spark critical debate about modern corporate governance, highlighting the importance of active shareholder participation, adaptable definitions of materiality, and a focus on long-term risk management over symbolic actions. Engagement through proposals isn’t symbolic—it is necessary for healthy capitalism and a sustainable future. Disempowering shareholders erodes the corporate compass of […]