This article proposes a new federal tax architecture grounded in Shared Capital — a model that links executive deductibility to meaningful employee ownership. For more than thirty years, federal tax law has attempted—unsuccessfully—to restrain executive compensation through §162(m), which limits the deductibility of remuneration paid by publicly held corporations. The current statute prohibits deductions for […]
State treasurers and investor advocates mobilize to defend Rule 14a-8, which has allowed them to file advisory shareholder proposals since 1942. Dismantling the shareholder-proposal process would silence an essential early-warning system, increase litigation, and shift power from shareholders to corporate management. Jump to How to Defend Rule 14a-8. Jump to Petition on SEC Rule 14a-8 […]
Over the coming months, my wife and I will ask several companies to conduct Board‑supervised studies of whether substantial, non‑controlling, broad‑based employee ownership transactions could strengthen long‑term alignment, productivity, succession, culture, and stockholder value—while preserving Board authority and public‑market discipline. This is a strategic ownership question, not a compensation or benefits request. Our stockholder proposals […]
Texas Raising the Bar: At Stake for Shareholder Voice and Democracy The recent corporate-law reforms in Texas are not just a technical tweak, raising the bar. They reframe who gets to put business before shareholders and who can credibly challenge management. Texas Business Organizations Code § 21.373 (adopted via S.B. 1057, effective Sept. 1, 2025) […]
Fiduciary duty did not begin as a doctrine about abstraction. It began as a response to vulnerability. In its equitable origins, fiduciary obligation emerged in the English Court of Chancery to restrain those who exercised discretionary power over the property or interests of another. Trustees, agents, guardians, and partners were bound not because they managed […]
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 […]