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Illegal Marrone Bio Ghost of former COO

Illegal Marrone Bio Vote Suppression

Illegal Marrone Bio proxy threatens not only their own shareholders but those of all companies. If Marrone Bio gets away with it, so can others. What can we do when a company violates the law and the SEC fails to act? We could go to court but that’s expensive. Instead, let’s mobilize. If enough cry foul, […]

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political party of funds

Political Party of Funds

Political Party of Funds No, you can’t find that information on CorpGov.net. But, you can at YourStake. Go there now to find out how much money the companies in your mutual fund donate to Democratic and Republican candidates. (more…)

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Recovery AND Broader Ownership

Recovery AND Broader Ownership: Build Back Better

Recovery AND Broader Ownership: Take Action Economic recovery AND broader ownership can be ours. We need a nation of employees who more fully share and participate in a healthy recovery through ownership. Support legislation introduced by Republicans and Democrats: S 4236, [Senator Ron Johnson (R-WI) and Senator Tammy Baldwin (D-WI)] inject working capital into American […]

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Money and Politics Get a Divorce

Money and Politics Get a Divorce

Money and Politics Get a Divorce. That would be a nice headline. It has been more than ten years since the US Supreme Court held that corporations could spend unlimited  funds on election campaigns in their decision, Citizens United v. Federal Election Commission. Money and Politics Get a Divorce: Still Waiting Justice Kennedy’s majority opinion […]

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File No. S7-22-19 SEC Release

File No. S7-22-19: My Deadline Comments

File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]

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SEC Release S7-23-19 Comments Due Today

SEC Release Comments Due Today

SEC Release File No. S7-23-19 comments are due today. This Release and that of File No. S7-22-19 are the most dangerous I have seen during my twenty-five years of blogging. Both would make corporations less accountable to their owners and the public. Both would help turn corporate governance into a more democratic-free zone. Thousands of comments opposing […]

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Defending Retail Shareholder Advocates

Defending Retail Shareholder Advocates

Defending Retail Shareholder Advocates: Another Day – Another Comment Letter to the SEC Help protect shareholder rights. See SEC Rulemaking Comment Tips. Read any good comment letters on SEC File No. S7-22-19 or S7-22-19? Please let me know in comment form below or by email. Defending retail shareholder advocates will require lot more than the […]

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SEC Rulemaking Comment Tips

SEC Rulemaking Comment Tips

SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]

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Millennial Socialists

Millennial Socialists Bolstered by SEC

Millennial socialists have not been overtly embraced by the SEC, but the Commission’s recent proposals to disempower proxy advisors and shareholders below the level of multi-millionaire’s plays into the hands of those advocating a socialist economy. The Commission’s proposed rules would further concentrate the power of corporate elites and reduce their accountability to “Main Street” […]

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Extension-Sought-on-SEC-Rulemaking-Comment-Period

Extension Sought on SEC Comment Period

Extension sought by Josh Zinner of ICCR for SEC comment period on potentially explosive rulemakings of critical importance to all shareholders. Shareholders would do well to follow his lead by joining him in requesting a 120 day comment period for these complex rules. (more…)

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Gadfly Importance Key - McRitchie

Gadfly Importance Key to Democratic CorpGov

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 […]

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Mutual Fund Wars

Mutual Fund Wars Over Fees AND Proxy Votes

Mutual fund wars are fierce around pricing. What if competition was also fierce around proxy voting? Could that change the world? I certainly think so. My petition to the SEC could generate mutual fund wars around ensuring proxy votes align with investor values. (Rulemaking Petition for Real-Time Disclosure of Proxy Votes, SEC File 4-748, Jul. […]

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McRitchie 2019 Proxy Season

McRitchie 2019 Proxy Season Win for Market Beta

McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]

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Shareholder Democracy Network on Drugs

Shareholder Democracy Network on Drugs

Drugs are being priced out of reach. The new web platform, Shareholder Democracy, will enable millions of Americans to “vote” on pending 2019 shareholder resolutions at six pharmaceutical companies. Shareholder Democracy Network and its drug-pricing ballot for stakeholders will be launched during a phone-based news conference at 1 p.m. ET/10 a.m. PT on Tuesday (February […]

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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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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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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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Protect the Voice of Shareholders

Protect the Voice of Shareholders

Protect the Voice of Shareholders is the name of a new website created by Institutional Shareholders Services (ISS) and the Council of Institutional Investors (CII). The educational website supports the current system, where institutional investors pay for and receive independent research and voting recommendations from proxy advisory firms for the public corporations in which they are owners. […]

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Dark Money

Dark Money: Will it Hurt State Farm?

Dark money risk is highlighted in recent fine. State Farm agreed to a $250 million settlement last week for $4 million in contributions it allegedly steered through conduits to Illinois State Supreme Court candidate Lloyd Karmeier. Where is the outrage over dark money? Said Bruce Freed, president of the Center for Political Accountability (CPA). This case […]

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2018 AFL-CIO Key Votes Survey

2018 AFL-CIO Key Votes Survey Input Wanted

An updated 2018 AFL-CIO Key Votes Survey form is now available for completion by investment managers. Please note that the previously announced vote at Amazon will not be included in the 2018 AFL-CIO Key Votes Survey as the proposal was withdrawn before the annual meeting. The survey form can be downloaded as an Adobe Acrobat […]

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Universal Background Checks FactSheet_graphic

Universal Background Checks: Take Action

Universal background checks; that would be a good first step. Gun violence may seem to some of my readers too far afield from corporate governance. However, I believe our investment decisions, including communications with companies and proxy votes made after AFTER buying stock should reflect all our values, not just greed. I am all for banning […]

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Spending Against Change

Spending Against Change Heightens Climate Risk

Spending Against Change, a new report from the 50/50 Climate Project, finds that twenty-one of the largest energy and utility companies in the U.S. that have spent at least $670 million over six years to influence elections, regulators and lawmakers have limited board oversight of climate risk and political spending, and lack climate competent board members. These corporations face the highest exposure […]

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FACT Coalition Financial Secrecy Index top 10

FACT Coalition: US 2nd Largest Tax Haven

The United States has become the second largest tax haven in the world. That’s according to a new report published Tuesday by the Tax Justice Network (TJN), partnering with the FACT Coalition.  TJN’s 2018 Financial Secrecy Index (FSI) finds the U.S. has surpassed the Cayman Islands. Now we are the second largest secrecy jurisdiction, next […]

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Tax Planning - As You Sow

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 […]

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HR 4015

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 […]

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Millennials Seek to Support Sustainability through 401k Plans

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 […]

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