Palo Alto Networks is doing extremely well, according to Morningstar’s PANW Report (view). That may be one of the better reasons—not an argument against—to ask its Board to study whether broader employee ownership could make an already strong company more durable. Morningstar’s September 2 report on Palo Alto Networks (PANW) does not discuss my shareholder […]
I am pleased to report that we have reached our first agreement with a company receiving one of our initial broad-based employee ownership transaction proposals. I am not identifying the company or disclosing the terms of the agreement at this stage, but the negotiations themselves are worth describing because they helped clarify what this campaign […]
Proxy Season: Governance Still Wins Proxy Season results for James McRitchie so far in spring 2026 look remarkably similar to our strong 2025 season. Last year, we filed 20 proposals directly, losing five and winning fifteen, mostly through agreements. This year, based on results to date, we again show 15 wins, with 4 losses and […]
Les Greenberg’s Financial Statement Analysis: A Self-Defense Manual for Independent Investors is neither a conventional accounting textbook nor a promise of effortless market-beating returns. It is a practitioner’s guide built around a more modest—and more useful—goal: helping ordinary investors avoid preventable mistakes. Greenberg combines basic accounting, behavioral finance, cautionary history, personal experience, and a spreadsheet-based […]
This draft outlines ideas for discussion at The Future of Equity: Silicon Valley Employee Ownership Symposium, June 28-30, Palo Alto, CA. The objective is not simply to give employees stock to enable them to save for retirement or to incentivize them to work “harder.” It is to create forms of ownership that increase participation, improve […]
Columbia Sportswear 2026. Our proposal for proxy access is one of several items to be voted on before or during the annual meeting on June 10, 2026, at 3 p.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number […]
A January 23, 2026, guidance from the staff of the U.S. Securities and Exchange Commission (Question 126.06), has reshaped how shareholders can communicate during proxy season. ICCR and As You Sow have stepped up to partially fill the void, but instead of having this information pushed out to them, shareholders must now go looking for […]
The recent UK-based EY analysis, How capital allocation can rebalance capitalism in a changing world, offers a timely and largely accurate diagnosis of the system’s current tensions. Capitalism, the authors argue, is not failing; it is delivering precisely what its incentives reward—efficient allocation of capital toward short-term financial returns, scale, and market dominance. This framing […]
Virtual-only shareholder meetings were sold as a tool for broader access, but new evidence shows they are increasingly used to control dissent, filter investor questions, and weaken accountability. Drawing on Miriam Schwartz-Ziv’s groundbreaking research and years of shareholder experience, this post explains how virtual AGMs silence investor voice—and what reforms are needed to restore transparency […]
Updating Fiduciary Duty to Address Systemic Risk. Paul Rissman highlights a growing conflict between corporate directors and diversified investors. This post builds on that insight, proposing practical legal reforms—from redefining materiality to empowering employee and retail shareholders—to align fiduciary duty with systemic risk and modern portfolio theory. The goal is not to abandon shareholder primacy, […]
A chance conversation about a recently decided CalSTRS case against Meta sparked a deeper question: what happens when ownership becomes too concentrated? From the top 1% holding nearly a third of U.S. wealth to billionaires quietly accumulating 11% of Hawaiian land, the implications reach far beyond the geography of inequality to economics, corporate governance, fiduciary […]
System-level investing is not an ESG add-on—it’s what remains once you recognize that “externalities” are actually the primary drivers of reducing long-term returns. 75–94% of portfolio returns come from market-wide “beta.” Ignoring systemic risks like climate, inequality, and governance breakdowns isn’t sophistication—it’s negligence. The Handbook of System-Level Investing provides shareholder advocates with what we’ve long […]
Corporate democracy fails when ownership lacks informed voice. Why do shareholders with extensive legal rights so often have so little real influence? Corporate Disenfranchisement, by Sergio Alberto Gramitto Ricci and Christina Sautter, describes the problem as a “rights–power gap.” Corporate governance gives shareholders formal tools—votes, proposals, litigation rights—but the institutional environment often prevents most investors […]
Employees owning 3–20% of a public company isn’t a feel‑good fringe idea—it’s one of the most underused tools we have to boost performance and democratize capitalism. Across the best empirical studies of U.S. public firms, small but meaningful employee ownership stakes and broad‑based stock options are associated with higher valuations and, in many cases, better […]
On the 250th anniversary of The Wealth of Nations, this article explores how Adam Smith’s insights on ownership and incentives illuminate capitalism’s next evolution. Expanding employee ownership—without undermining shareholder governance—could reconnect productivity, responsibility, and prosperity in modern corporations. It could also be pivotal in rescuing our political democracy.
Employee ownership without control capture could be the way out of our current quagmire. For more than three decades at CorpGov.net, I have argued that corporate governance works best when ownership, accountability, and voice reinforce one another. Too often, debates about stakeholder capitalism versus shareholder primacy miss a simple truth. Employees are not outsiders to […]
I’m not raising the Costco–Walmart comparison as an abstract exercise. It stems from decades of practical engagement with corporate governance. Especially, executive compensation, and the repeated defense of our growing inequality as an economic inevitability rather than an acknowledged design choice. We All Do Better When We All Do Better – Music for a Democratic […]
Many companies use supermajority voting requirements to keep shareholders from changing corporate bylaws. Majority voting should be the standard for shareholders to amend bylaws at all companies. Companies run by entrenched authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement […]
Majority vote requirements should be the election standard at every company where directors are unopposed. Companies run by authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations. Majority Vote Requirements are key. Get that right, and we […]
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 […]
Special Meetings should be a shareholder’s right at every company. Companies run by authoritarians oppress workers, externalize costs, and support presidents who act like dictators. To ensure a harmonious society and a salubrious environment, support the movement to democratize corporations. Corporate governance is key. Get that right, and we can elect directors who care about […]
Spoken introduction: Matteo Gatti’s Corporate Power and the Politics of Change (hardcover, Kindle) is a profoundly original and lucidly argued work that captures one of the defining transformations of our political era: the migration of governance from parliaments to boardrooms. In crisp, interdisciplinary prose that blends corporate law, political economy, and democratic theory, Gatti reveals […]
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. […]
Declassify Boards: Join the Fight Click for 1 minute audio introduction below: Corporate governance is key. Get that right, and we can elect directors who care about growing our companies and our wealth by engaging employees and operating sustainably. Companies run by dictators oppress workers, externalize costs, and support presidents who act like dictators. To […]
Attorneys General of 16 U.S. States sent a letter (Meta_CSRD_CSDDD) to Mark Zulerberg, encouraging Meta not to comply with European law, which, in practical effect, could amount to a violation of European legal obligations. The letter contains implicit and explicit threats suggesting that if Meta complies with the EU’s CSRD and CSDDD, it may be violating […]
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 […]
The Proxy Voting Choice Revolution is a paper by Alon Brav, Tao Li, Dorothy S. Lund, and Zikui Pan, dated September 12, 2025. It was published by the European Corporate Governance Institute – Law Working Paper No. 875/2025, HKU Jockey Club Enterprise Sustainability Global Research Institute Paper No. 2025/145, available at SSRN: https://ssrn.com/abstract=5500098 or http://dx.doi.org/10.2139/ssrn.5500098. The paper […]
Exxon Vote Capture: approved. They applied for a no-action letter from the SEC Staff. It won approval on the same day. It is disheartening that Staff of a government agency would condone corporate vote rigging by authorizing the violation of the rules. (more…)
Corporate Governance Risks at Tesla: Corporate Governance Risks at Tesla, a notable post yesterday from AInvest Fintech Inc. I think I corrected their AI-generated cartoon. Here’s my summary and thoughts, including how I voted at Tesla. (more…)
Both ESG and anti-ESG shareholder proposals spark critical debate about modern corporate governance, highlighting the importance of active shareholder participation, adaptable definitions of materiality, and a focus on long-term risk management over symbolic actions. Engagement through proposals isn’t symbolic—it is necessary for healthy capitalism and a sustainable future. Disempowering shareholders erodes the corporate compass of […]
I’m not sure what happened to a missing post I wrote in 2013 about one of my heroes, John Chevedden, but I’m sure it had a link to a piece by Ross Kerber at Reuters. Here I’ll update that missing post from the past and reflect on John’s continuing impact, including the 2025 season. Back […]
As I get older, I (James McRitchie) reflect on where some of my thoughts on corporate governance originated, especially as I lament not only our lack of progress but also our recent backsliding. Where did I/we go wrong? Nell Minow’s Keynote to ICGN this year prompted more such reflections and offers rays of hope. (more…)
nCino 2025. I have proposal #5 to Declassify the Board. (more…)
I understand HB 4115 will be voted on the Texas House floor this week. SB 1057 has already passed the Senate. If the bill is signed into law, companies like Tesla, which have not yet filed their proxies, could opt into the bill’s provisions by amending their governing documents and including that information in their […]