GS Ascertain Client Voting Preferences is a shareholder proposal filed by James McRitchie at Goldman Sachs (GS). We want Goldman Sachs to advance democratic corporate governance, to be aware of and report on the reputational and financial risks it faces over a misalignment between the proxy votes it casts and its client’s values and preferences. […]
BAC Ascertain Client Voting Preferences is a new type of proxy proposal for the 2024 season from James McRitchie, premiering first at Bank of America (BAC). It asks BAC to report on the feasibility of offering granular proxy voting preferences so that clients can maximize portfolio-wide returns by pursuing voting strategies designed to push certain […]
Pay Equity Disclosure 2023 is a hot topic for CorpGov.net thanks to assistance from Julia Cedarholm of Arjuna Capital, who contributed to their groundbreaking Racial and Gender Pay Scorecard. Arjuna’s efforts in this area and their reports since 2018 are impressive. Over the last seven years, 143 shareholder proposals requesting pay gap disclosures have been filed […]
Originally published as Larry Fink: Here’s Your Answer to the Despicable Letter from the GOP Attorneys General on Medium. The article is republished here with Nell Minow’s permission. James McRitchie, CorpGov.net’s publisher, added the photo above and probably made some unintentional formatting errors. (more…)
Mr. Fink’s 2022 letter (link) repeatedly emphasizes the need for companies to have a clear “purpose,” a “north star,” that employees “understand and connect with,” as “your staunchest advocates.” How well does BlackRock do on that measure? BlackRock’s own purpose included in its articles of incorporations, “is to engage in any lawful act or activity for […]
Sharing Profits is Not Enough Professor Reich but you are getting warmer. Your hook was that Sears workers owned 25%. Then you imagine what that magnitude of ownership could mean at Amazon. The spoiler was you then began touting cash bonuses, rather than stocks. True, having ALL retirement tied to one stock is risky. That […]
#FlushPGDirectors is the creative hashtag used by a coalition calling on Procter & Gamble (Ticker: PG) to vote against Angela Braly and James McNerney, key Directors. This is because they have failed to address ESG human rights and environmental violations in supply chains. BlackRock, Vanguard, and State Street have made bold commitments to use their […]
BlackRock 2021 annual meeting is May 26, 5 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting, visit here with your control number. I recommend voting in advance. To enhance long-term value. Vote AGAINST Ford, Einhorn, Johnson, Mills, Nixon, Domit, Pay, Auditor. Vote FOR Convert to Public Benefit Corporation. (more…)
ESG Insider April 9 is the most recent S&P Global podcast. Co-hosts Lindsey White and Esther Whieldon interview the sponsors of several new proxy proposals. As a shareholder advocate trying to get the word out on my own proposals, I found it interesting and informative. Last season I participated in Tesla Investor Briefing 2020 AGM with […]
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 […]
The Giant Shadow of Corporate Gadflies, by Yaron Nili and Kobi Kastiel, (download at SSRN) is one of the more objective reviews of the recent influence of “gadflies” on corporate governance in America. It might have been even better if the authors had discussed their work with the subjects of their study – the gadflies. (Disclosure: […]
Climate Risk Hypocrites exposed by Morningstar’s Jackie Cook and Tom Lauricella. The authors found support for climate-related proposals rose at Fidelity, State Street Global Advisors, and Vanguard. Support fell at American Funds and BlackRock. (Top Fund Companies’ Climate Change Votes: A Very Mixed Picture) (more…)
BlackRock 8-K of October 6th contains good news for shareholders. I frequently complain about BlackRock because their actions, especially proxy voting, are out of sync with their positive ESG statements. (see BlackRock Action Update) However, it is also appropriate to give their board credit for proposing important corporate governance reforms to be voted at the […]
BlackRock 2020 annual meeting is 5/14/2020 at 5AM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Einhorn, Ford, Gerber, Johnson, Mills, Nixon, Slim Domit, Auditor, & Pay. Vote FOR Report Corporate Purpose. See list of all virtual-only meetings maintained by ISS. (more…)
COVID-19 Scapegoat: AT&T Fears Virus Through Phone Lines? COVID-19 scapegoat – instant rationale for poor treatment of shareholder and proposal proponents at 2020 meetings. Like the President, they claim all the power but absolve themselves of any blame. AT&T (T) holds its annual general meeting (AGM) on Friday, April 24th. List of all virtual meetings kept by […]
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 […]
GPW (Global Proxy Watch) discussed selected comments from investors to the SEC concerning two proposed rules in an article entitled Blowback, reproduced below with permission. GPW normally runs two pages, summarzing weekly developments on governance and stewardship from Stephen Davis and Aaron Bernstein. Blowback took almost a page. (more…)
Shareholders target fund voting at BlackRock Inc., Vanguard, JPMorgan Chase, T. Rowe Price, and Northern Trust. (BlackRock, Vanguard Face Shareholder Rebuke Over Climate Votes, Bloomberg, 12/13/2019) With their rights under attack by the SEC, shareholders are beginning to realize how their investments are too often voted in corporate elections to concentrate power in self-serving corporate […]
SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]
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 […]
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. […]
More beta is what investors should focus on order to increase long-term returns, argue Jim Hawley and Jon Lukomnik in their paper, The Long and Short of It: Are We Asking the Right Questions? – Modern Portfolio Theory and Time Horizons (download). That has also been the objective of Corporate Governance (CorpGov.net) since 1995. I […]
We Three Kings: Disintermediating Voting at the Index Fund Giants (download at SSRN) by Caleb N. Griffin provides insight as to how investors could influence the Big Three index funds — BlackRock, Vanguard and State Street, as those funds exercise increasing power over the economy. Like me, Griffin is interested in extending democracy to corporate […]
CSR 5.0. I must have missed 2.0 through 4.9… focused on corporate governance and ESG. This was my first Skytop Strategies conference (agenda) or one specifically on the topic of CSR. It was billed as presenting “the evolution of corporate social responsibility from its initial shared value paradigm to its current form. The program will […]
Morningstar Direct is planning to offer its clients important voting data. The firm recently published a preview of what I impolitely term ESG hypocrites – funds that advertise themselves as allowing us to invest in our values but then vote proxies against our values. For example, last week, students around the world participated in a massive […]
Prison Labor concerns raised again by NorthStar Asset Management won nearly 29% of shareholder votes at Costco Wholesale meeting on January 24, up from almost 5% last year. The proposal asked for enhanced analysis and disclosure on risks related to prison labor in the company’s supply chain. Yes, if you just read that old link from a […]
American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies […]
Say.com goes live to help small shareholders have a greater voice in how the companies they’re invested in are run. Say facilitates proxy voting for shareholders who invest at the broker-dealers it is partnered with and also is creating new products for all shareholders to engage with companies, regardless of where they invest. (more…)
NAM Board Targeted Investors led by Walden Asset Management, New York Common and the California State Teachers’ Retirement System (CalSTRS) called on 45 companies sitting on the Executive Committee and Board of the National Association of Manufacturers (NAM) to end the trade association’s attacks on shareholders. The investors’ letter asks the companies to distance themselves […]
Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others. The following is the central highlight: Our key insight is that although […]
Lucian Bebchuk has given more thought to the issues surrounding the Big Three Index Funds than other researchers. He and Scott Hirst recently provide a “comprehensive theoretical, empirical, and policy analysis of index fund stewardship.” Reference also Strine: Big 4 Responsible to “Forced Capitalists,” as well as The Untenable Case for Keeping Investors in the Dark by […]
In a recent paper, Delaware Supreme Court Chief Justice Leo E. Strine Jr. excoriates the Big 4 mutual fund families for voting against shareholder proposals seeking transparency for political contributions. His recommended action is radical. I offer a more moderate strategy. (more…)
Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)
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 […]
Support for corporate political disclosure sponsored by the Center for Political Accountability’s resolution jumped among the largest mutual funds in 2018. An analysis by Fund Votes found support moved to 53%, up from 45% in 2017. This 8% increase was the largest since CPA began tracking institutional investor votes on its resolution in 2008. (more…)