Ownership: Reinventing companies, Capitalism, and Who Owns What by Corey Rosen and John Case should be read by every director on the board of public pension funds. I (James McRitchie) am planning to send a copy to all the board members of CalPERS once newly elected members take office next year. In celebration of […]
Six New Rules of Business: Creating Real Value in a Changing World (Berrett-Koehler, 2021) is Judy Samuelson’s latest book. Fresh off her testimony to Congress on shareholder primacy, discuss the issues with Judy on Corporate Accountability Forums, Monday 3/28/2022 at 2 pm Eastern – Register now to participate. (more…)
Reincorporate Apple with a deeper purpose. That’s what we’re asking for in shareholder proposal #5. We suggest some possibilities. Apple could seek to benefit employees and customers, society, and/or the environment. The Board would propose those deeper purposes and shareholders would then vote on them… if our shareholder proposal passes. (click below if you would rather […]
Spring 2021 CorpGov.net Proxy Proposal results are in, as reported below. New SEC rules will delay needed ESG reforms, so we worked in cooperation with more groups and filed more proposals than ever. We still averaged more than a 50% vote in favor. (more…)
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: […]
Election fraud attempt by Citigroup points to the need for more participation in decision-making by employees to ensure ethical conduct. Citigroup tries to cheat by telling us we need to meet SEC rules today for the 2021 AGM that don’t become effective until 2022. With a market cap of more than $82B, don’t tell me […]
Shareholder-Driven Stakeholderism (U of Chicago) by Cathy Hwang and Yaron Nili argues the Business Roundtable Statement of the Purpose of a Corporation should be seen as another way to entrench management, instead of disarming greedy profit-driven shareholders. Analysis of data, drawn from companies in the S&P 1500, found shareholders, not management, “have been the driving force behind […]
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…)
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 […]
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 […]
Shareholders v Stakeholders is in the news again, driven by the Business Roundtable. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)
Below is an ICCR letter to the BRT from Josh Zinner commending them on their recent acknowledgement of the value of stakeholders and asking them to reassess their opposition to shareholder resolutions. I have added a few links to the ICCR letter to the BRT. I look forward to hearing more from Josh today at the […]
My letter to Business Roundtable (BRT) on shareholder resolutions is reprinted below. There has been no response so far. If their pledge to stakeholders was really in earnest, maybe they will now be more open to negotiation on ESG issues than they were when we testified to the SEC at cross purposes. The BRT has […]
Real Main Street Investors are NOT the members of a Coalition formed by the National Association of Manufacturers to buttress arguments made by the Business Roundtable and United States Chamber of Commerce. (see Main Street Investors: Battle Coming) In fact, real Main Street investors are an endangered species that may actually go away if the Coalition gets […]
The deceptive title of a recent op-ed in the Wall Street Journal would not keep politics out of the boardroom. Instead, the recommendations would deny shareholders the right to request boards disclose those politics, in addition to denying many other long-standing rights. Read the op-ed and weep that such trash gets published in the Journal. This […]
The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business […]
The Board at Berry Global Group ($BERY) is moving toward more democratic governance, thanks to the efforts of a retail shareholder who would be denied the right to file proposals if the Chamber of Commerce, Business Roundtable and others had their way. The Berry Global Group has adopted proposals submitted by the same small retail […]
The Interfaith Center on Corporate Responsibility, a coalition of institutional investors representing $200 billion in invested capital that engage corporations on the environmental and social impacts of their operations, sent a letter yesterday to all U.S. Senators urging them not to pass the Financial CHOICE Act. The proposed legislation, which passed the House and is currently […]
Publisher’s Note: The following guest post from Timothy Smith reproduces a recent investor letter to the BRT (Business Roundtable) concerning the importance of shareholder resolutions. I added title, graphics, changed some of the formatting and added a note about the BRT for background. See also previous posts: Financial CHOICE Act: From too big to fail, to […]
As I indicated yesterday, I have been contacted by several reporters for comments on the latest screed from the Business Roundtable seeking to muzzle the rights of shareholders. Although I have much more productive ways to occupy my time, it does make sense for me to provide at least some response, since the Business Roundtable […]
Cisco Systems (CSCO) faces challenges as never before. For example, see Here’s What Happened When Cisco Lost A $1 Billion Deal With Amazon. Meeting those challenges will take a concerted effort by management and the board of directors. Shareowners, who elect the board and vote on major proxy issues facing our company, also play an important role […]
Abstracts from a few papers posted this month to the Social Science Research Newtork. Hall, Thomas W. and Jörgensen, Fredrik A., Ownership and Performance in Europe (2012). Forthcoming, Review of Business. The authors consider the relationship between performance and ownership concentration in a large number of publicly traded and privately held companies located in smaller […]
The SEC submitted its initial brief in the case of Business Roundtable and Chamber Of Commerce v. Securities And Exchange Commission. The litigation was commenced by the Business Roundtable and the Chamber of Commerce to challenge the validity of the proxy access rules adopted by the SEC in August 2010. (SEC Submits Brief Supporting Validity […]
There is an intriguing place where we might begin the work of a renewed economic populism: in corporations, not the capital. If the goal of populism is the amelioration of life for the many, then President Obama could strike a confounding (in a good way) pose by calling on the private sector to take up […]
First, a precautionary note about this post. These are strictly my impressions. There is no intention here to present juicy findings with regard to any corporation, fund, individual etc. My purpose is simply to help facilitate dialogue and understanding. Keep this in mind as you read my notes, as well as the following. One of […]
The deadline was August 17th, so the comment letters on proxy access have all been filed and posted. Many are well worth reading. If you don’t see yours posted, you might want to resubmit it. TIAA-CREF, one of the more conservative shareowner activists, calls on the Commission to raise the threshold to 5% for shareowners at all […]
One book on corporate governance made Ralph Nader’s list of Nine Books That Make a Difference: A Reading List for the Holidays. Here’s his brief review: Corpocracy by Robert A.G. Monks (Wiley Publishers) summarizes its main theme on the book’s cover-“How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine-and How to Get […]