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 […]
Stryker 2023 Political Disclosure is up for a vote during the AGM at 6 am Pacific on May 10, 2023. Vote AGAINST all directors, auditor, and executive pay; FOR #5 Political Disclosure. (more…)
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 […]
Gary Gensler, a former financial regulator, and Goldman Sachs banker, now at MIT, is rumored Biden’s choice to head the SEC. As head of the Commodity Futures Trading Commission (CFTC), he helped uncover interest-rate rigging on Libor, which underpins $300T in loans. Banks had to cough up $9B in fines. He pushed for transparency around derivative trading and […]
Political disclosure up at large publicly held U.S. companies. That’s the conclusion of The Center for Political Accountability (CPA) and The Wharton School’s Zicklin Center for Business Ethics Research. Adoption of sound transparency and oversight practices for their political spending is part of an accelerating trend, according to a new scorecard. Investors want to hold […]
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 […]
Netflix 2020 annual meeting is 6/4/2020 at 3PM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST all Directors, Auditor, Pay, Stock Plan, EEO Ideology Risk Report. Vote FOR Political Disclosure, Simple Majority Vote. See list of all virtual-only meetings maintained by ISS. Vote 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 […]
MGM dark money is the subject of my first political disclosure proposal submitted for 2020. Dark money corrupts elections throughout the country. In the Supreme Court’s decision Citizens United, Justice Kennedy wrote, “Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits, and citizens can see whether elected officials are […]
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…)
2018 CPA-Zicklin Index shows gradual improvement. Public corporations embracing disclosure and accountability of their political spending hold fast despite countervailing pressures from Washington. (more…)
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 […]
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 […]
Since 2003, the Center for Political Accountability (CPA) has spearheaded disclosure and accountability in corporate political spending. Corporations are the top political spenders at the state and local level. They are a dominant force in shaping public policy. Next proxy season, I will join the Center for Political Accountability in filing proposals on this important topic. […]
Torres-Spelliscy’s Corporate Citizen? An Argument for the Separation of Corporation and State, analyzes the trail of legal cases that led to the 2010 Supreme Court decision in Citizens United, as corporations won rights originally reserved for citizens. Not only are they winning the rights of real persons, but they are avoiding the responsibilities of citizenship… like paying taxes. […]
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 […]
Let’s change Vanguard’s political disclosure vote. Our nation’s largest mutual fund voted against all resolutions submitted by shareholders asking for companies to disclose their political spending. Shouldn’t we have the right to know what candidates our investments are supporting? Vanguard’s Political Disclosure Vote Needs Changed Join more than 59,000 American’s who have already petitioned Vanguard to […]
Corporations are channeling unprecedented amounts of secret money into our elections. Even worse, they’re doing it with our savings. Help stop retirement fund manager Vanguard from channeling our savings into secret-money politics. (more…)
I think most Americans have a very limited attention span when it comes to investing, the SEC and especially corporate governance. When I came across SECDisclose.org earlier this week, I was delighted with a series of videos they have uploaded on dark money and with their byline: Because the S.E.C. shouldn’t stand for “S-E-C-RET.” In a few paragraphs below lifted […]
Resolutions Filed at 53 Companies Disclosure of corporate lobbying expenses remain top shareholder proposal topics for 2015, as more than 60 investors have filed proposals with more than 50 companies asking for reports that include federal and state lobbying payments, political contributions and/or payments to trade associations used for lobbying and payments to any tax-exempt […]
Five years ago today the US Supreme Court held that corporations could spend unlimited funds on election campaigns in their decision, Citizens United v. Federal Election Commission. Last night I joined about 100 people a local showing of Pay 2 Play: Democracy’s High Stakes. I highly recommend it. See the film with a group and […]
In the absence of mandatory disclosure, companies are increasingly, voluntarily adopting disclosure policies for their corporate political spending – largely in response to pressure from shareholders, investor advocates, the media, political groups and others. In this article, Chuck Nathan suggests that voluntary disclosure may or likely will become the norm – at least among larger companies – within […]
The Securities and Exchange Commission (SEC) announced that Brent J. Fields has been appointed as the agency’s Secretary, who is responsible for overseeing the administrative aspects of Commission meetings, rulemakings, and procedures. Let’s give Mr. Fields a warm welcome with a flood of e-mail supporting the petition to require companies to disclose political spending. (more…)
H&R Block $HRB, which provides tax preparation and related services to the general public, is one of the stocks in my portfolio. Their next annual meeting is September 11, 2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 9/7/2014. I also checked the votes of OTPP and CalSTRS. All advance disclosers that I know of […]
The July 2014 edition of Corporate Governance: An International Review contains four research papers, all dealing with firms outside the US and UK, which usually get most of the attention. Still, insights from these studies could help efforts around the globe, including the US and UK. Monitoring in Japan (more…)
Facebook $FB, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/22/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 5/19/2014. I voted with management 0% of the time. View Proxy Statement. Read Warnings below. (more…)
Guest Post by Shari Dunn is an attorney and journalist who is also a “True Believer,” Bon Vivant, Raconteur, Creative, Dreamer and Muse. Never believe that a few caring people can’t change the world. For indeed, that’s all who ever have. That’s one of Dunn’s favorite quotes from Margaret Mead. In this guest post (originally posted at […]
In a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance. Gallagher opened his attack by stating, Activist investors and corporate gadflies have used […]
The Preface to this book is so powerful that I have to begin my review with the words of the authors, Janet Dine and Marios Koutsias. The thesis of this book argues that national corporate governance is extremely important for societies. Recently many scholars have said that a convergence of corporate governance is inevitable. We […]
I missed this bit of news until I read it in a 1/28/2014 PIRC Alerts from the UK. Corporate political donations remain a hot topic even though the SEC dropped it from its 2014 priority rulemakings. As I recall, it was the subject of the most proxy proposals last year. (more…)
Guest Post from Stephen M. Davis, Ph.D. is associate director of the Harvard Law School Programs on Corporate Governance and Institutional Investors, and a senior fellow at the Program on Corporate Governance. He is also a nonresident senior fellow in governance at the Brookings Institution. From 2007-2012 he was executive director of the Yale School of Management’s Millstein […]
Moderator: Jesse Eisinger, reporter at ProPublica, covering Wall Street and finance. Panelists: Martin Redish, NU Law; Robert A. Weinberger, Senior Fellow, Aspen Institute Initiative on Financial Security; former VP Government Relations, H&R Block; Chairman, Center for Responsive Politics; Lynn Stout, Cornell Law; Nell Minow, founder of GMI Ratings and co-founder and editor of the Corporate […]
Guest post from Jeffrey Clements. Make no mistake, the impact of the Supreme Court’s fiasco in Citizens United v. FEC on the elections and our government was even worse than predicted. That’s the bad news. The good news is that the forces of reform, led by the growing movement for a 28th Amendment to the US […]
Last week, investors announced filing shareholder resolutions at more than 50 corporations as part of a 2013 proxy season initiative asking companies to annually report their federal and state lobbying, including any payments to trade associations used for lobbying as well as support for tax-exempt organizations that write and endorse model legislation. Take Action: In his […]
As we look back on the 2012 elections one thing is clear, money flowed like water with any barrier that might have contained it removed by Citizens United. Writing for the court in the 5-4 decision, Judge Kennedy opined: With the advent of the Internet, prompt disclosure of expenditures can provide shareholders and citizens with the information needed […]