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Meta Lawsuit: In Brief Many thanks to Rick Alexander and The Shareholder Commons for allowing me to play a small role in opening up a new legal battle. The Meta lawsuit contends that directors of Meta Platforms, formerly Facebook, must consider the effects of its commercial activities on the portfolios of Meta shareholders, not just Meta’s short-term […]
ICCR Proxy Resolutions and Voting Guide now includes all proposals filed so far for the 2022 season by Corporate Governance. I could not be more delighted, since this is the group that is most responsible for inspiring my own work! ICCR has published its Guide every year since 1974. The 2022 Guide discusses 436 resolutions filed by […]
CorpGov.net 2021. We said goodbye to the Trump administration, filed shareholder proposals, held weekly discussions on corporate accountability in 2021, helped shape the SEC’s repeal of several Staff Legal Bulletins, the proposed N-PX rulemaking, and sued the SEC to overturn rules that harm the rights of Main Street investors. It was a productive year at […]
Restore shareholder proposal rights to the pre-Trump era level. That is the objective of the complaint (pdf 2021 06 15 ICCR Complaint) filed this morning in the U.S. District Court for the District of Columbia challenging the Securities and Exchange Commission (SEC’s) recent amendments to the rule governing the filing of shareholder proposals. The revised […]
SEC to Protect Shareholder Rights in 2021 Shareholder rights in 2021 will strengthen if recent speculation is realized. U.S. Senate Democrats aim to undo Trump-era shareholder voting rights rule. Shareholder Rights in 2021: History As discussed elsewhere on CorpGov.net (Review: Carl Gershenson). After its founding, the SEC was largely a champion of shareholder rights, requiring companies […]
N-PX Data Tagging? Yes, that might be the most important rulemaking the SEC could undertake to move our economy in a positive direction. SEC Commissioner Allison Herron Lee gives voice to this small change that could have a dramatic impact on how America invests (about 7 minutes into the video below). Read the text. Structuring […]
Chevron faced actor Alec Baldwin, rock star Roger Waters and Nobel Laureate Jody Williams arguing in support of shareholder proposals by Newground Social Investment aimed at improving the oil giant’s envirionmental, social and governance (ESG) practices. This is one for the corporate governance history books. How Trillium Asset Management voted at the meeting is displayed above. […]
Bill Steiner Had Huge Impact Bill Steiner would have seen the 2020 proxy season as a busy and exciting one for individual shareholder activists. While the SEC considers changes (your comments can still have impact, even if submitted late) to reduce the influence of shareholders, so called “gadflies” continue to demonstrate leadership, effectiveness and ability […]
Skadden Scheme to Kill Shareholder Rights Skadden scheme exposed by Phil Goldstein, of Bulldog Investors, threatens to kill shareholder rights. While we were fighting COVID-19 and new rules proposed by the SEC to eviscerate shareholder rights Skadden, Arps, Slate, Meagher & Flom LLP has been plotting to effectively do away with the right of shareholders […]
This is a bit daunting. I’m giving a lecture named after Adam Smith. In a college where the first Director of Studies in Economics was John Maynard Keynes. No pressure at all. Twenty-five years ago, I had an epiphany. I was, at the time, the New York City official in charge of investing the City’s […]
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 […]
Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]
Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]
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 […]
Nell Minow is one of my heroes. Her 1991 book with Bob Monks, Power and Accountability: Restoring the Balances of Power Between Corporations and Society, helped me give a name and framework to what I thought was the world’s most important overlooked problem — corporate governance. During the last 27 years, I have never met […]
Lynn Stout died of cancer Monday at age 61, as reported by Global Proxy Watch. The Cornell law professor was an irrepressible advocate for the idea that boards have obligations to all stakeholders, not just shareowners, expressed forcefully in a 2012 book called The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public. Although the […]
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 […]
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 […]
International Women’s Day and Corporate Governance. Progress on gender diversity in boardrooms and executive suites is slow in North America and many other parts of the world. Ahead of today’s International Women’s Day (March 8) SHARE and SSGA have taken dramatic action. The Women Corporate Directors Foundation can also take credit on this International Women’s Day.Where […]
I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 4 of the book, The Rise of Shareholder Accountability. As a shareholder advocate, this is my favorite part of The Handbook of Board Governance. See prior introductory comments and those on Part 1, Part 2 and […]
The so-called Commonsense Principles of Corporate Governance are posted here mostly for my future reference, since I don’t know how long others will keep them on the internet. The authors are no radicals, but are a group of 13 executives from the country’s largest public companies and institutional investors… very much mainstream CEOs. Almost half hold both […]
There will be no rush to binding proxy access proposals, thanks to a July 21 denial of a no-action request filed by H&R Block. Corporations (HRB) continue with Wile E. Coyote type plots to derail genuine proxy access. See this incoming no-action request from Microsoft (MFST). However, in the case of H&R Block we foiled the […]
Proxy cards must be impartially labeled, according to the Securities and Exchange Commission (SEC). Rule 14a-4(a)(3) requires that proxies “identify clearly and impartially each separate matter intended to be acted upon.” (Guidance) Over and over again during the last twenty years I have written to the SEC asking them to enforce this rule on proxy […]
Substantial implementation, that’s the deception companies have been arguing in order to obtain ‘no-action’ relief under SEC Rule 14a-8(i)(10) after implementing proxy access ‘lite.’ Law firms have been touting recent no-action letters released on February 12, with more in March 2016. It looks like a clear win for entrenched managers and directors for implementing only proxy […]
The Open Mind: Corporate Governance a decade later Although taped on 4/20/2006, this interview with Ira Millstein, Senior Partner, Weil, Gotshal & Manges, was not posted to YouTube until this month. Millstein discusses corporations, corruption, and regulation. Listen and learn about changes that have been made and some of what remains to be done. In […]
I don’t think we’ve gone back in time all year… too busy with proxy season. Join us as Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Yes, many links are broken. The world and the internet move on… still, it is worth a few […]
The SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Shareowners at Whole Foods Market and at many other companies have scored a huge victory. Last Friday the SEC issued the following: Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals Chair Mary Jo White Jan. 16, 2015 The […]
Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Five years ago in Corporate Governance In the year-end reflections two contributing factors deserve more attention. First, “prophetic warnings” from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford […]
We studied ‘corporate governance’ but never new its name until Bob Tricker defined the field. Discussions all over the world took on new meaning. Thirty years later, he is still in the vanguard of ensuring effective performance and social accountability, rooted in rigorous research. Governance is the defining issue of the 21st century and Bob Tricker our most […]
Corporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine. […]
Corporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine. […]
Corporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC […]
MSCI Inc. (MSCI) announced it has agreed to acquire GMI Ratings, a provider of ESG (environmental, social and governance) ratings and research to institutional investors, through its subsidiary MSCI ESG Research Inc. The transaction is expected to close in the third quarter, subject to customary closing conditions. Said Remy Briand, Managing Director and Head of […]
Corporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC […]