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 […]
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 […]
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. […]
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 […]
Why Hasn’t Schwab Acted on Shareholder Support to Declassify the Board? According to the Schwab 2025 opposition statement, James McRitchie’s shareholder proposal to declassify Schwab’s Board received majority support. In response, our Board introduced its own proposal — which also gained majority support but narrowly missed the company’s unusually high 80% supermajority threshold. And then… […]
Integrating individual voting through technological advancements and the increasing influence of ESG considerations will likely redefine materiality in corporate governance.
Form 13F reporting is another obscure SEC requirement. Most investors know nothing about it. However, following the money is important. Add your voice to thousands sounding the alarm about proposed changes. Form 13F is how funds report to the SEC what they have invested in. Like many rules proposed during the Trump Administration, these are […]
Climate Action 100+ calls for trade association accountability on climate change. 200 institutional investors with a combined $6.5 trillion in assets-under-management are calling on 47 of the largest US publicly traded corporations to align their climate lobbying with the goals of the Paris Agreement. Lobbying activities that are inconsistent with meeting climate goals are an investment […]
Publisher’s note: I wasn’t going to publish anything today but I couldn’t resist this recent news from Sanford Lewis, Esq. and Sonia Kowai of Zevin Asset Management about a denial of a no-action letter that allows shareholders to hold mutual funds to account. Imagine what the world could look like if mainstream funds lived up […]
I think it was Dina Medland who got many of us in the #corpgov Twitter world, tweeting cartoons on Sunday (#cartoonsunday). These tweets and retweets get ‘read’ far more than most of our actual work-related efforts, certainly more than mine. Thankfully, they offer a quick distraction and usually a hint of insight on the weekend when most […]
AccountAbility has released a comprehensive report examining the growing importance of non-financial factors on corporate performance, disclosure, and valuation. Redefining Materiality II by Marcy Murninghan was developed in response to accelerating acceptance that non-financial materiality is an influential factor in corporate valuation. As part of a new series of publications on materiality, the report describes the landscape of […]
Robert A. G. Monks is asking some fundamental questions on his blog and, at least so far, is responding to comments. That’s a rare phenomenon in the blogosphere. I urge readers to get involved in this dialogue (The Appearance of Reality: Shareholders & Ownership): The process by which directors are chosen is described as an […]
Winnie Yu recommends directors join LinkedIn. Patricia Lenkov, president of Agility Executive Search, advises joining a LinkedIn group that interests you. A search for “corporate governance” turned up 186 groups when the article was written. Last I checked it was 240. Want the latest corporate governance news on Twitter? Lucy P. Marcus, CEO of Marcus […]
Bill Baue and Marcy Murninghan have authored a recent working paper that deserves wide circulation and thoughtful consideration. The Accountability Web: Weaving Corporate Accountability and Interactive Technology can be downloaded from the website of the Corporate Social Responsibility Initiative at the Harvard Kennedy School of Government. Since I’m trying to get you to read the […]
CalPERS Ballot rules protect board, keep others in the dark “Self-serving” is what one critic called the vote last week to sharply limit what candidates for the California Public Employees Retirement System board can include in their ballot statements. Certainly, “self-serving” is one word that characterizes that vote. “Anti-democratic,” “chilling” and “wrong” are among the […]