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 […]
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 […]
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) […]
Online prediction markets are expanding rapidly, with some industry leaders predicting they could one day rival or even surpass stock markets in size (Bloomberg, Barron’s). When the president’s family is financially entwined with these platforms, and the Supreme Court has granted presidents broad immunity for many “official acts,” the risks to capital allocation, corporate governance, […]
With All the Brains in the Room — That’s how real value is created in corporate governance, not by making CEOs kings and presidents tyrants.
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 […]
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 […]
Controlled companies underperform, on average, according to research by MSCI. Consider redirecting some of your investments to more democraticly run companies.
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 […]
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 […]
Democratizing Investing is not offering more products. Instead, BlackRock should address its proxy voting policies to address externalities per The Shareholder Commons and allow investors to customize their proxy voting in detail, such as is offered through iconikapp.com.
SRG Responds to HP, (SEC Commissioner Hester Peirce). Peirce wants to ensure shareholders who file resolutions have “some meaningful economic stake or investment interest in a company.” Our lawsuit against the SEC for a previous rulemaking by Chair Clayton, with the help of Peirce, which increased the qualifications for filing a shareholder proposal tenfold, is […]
Corporatocracy — Ciara Torres-Spelliscy‘s recently published book, Corporatocracy: How to Protect Democracy from Dark Money and Corrupt Politicians, dissects the mechanisms of corporate power and connects them to broader societal issues such as inequality, environmental degradation, and the erosion of democracy. In this work, she provides a roadmap for understanding and resisting Corporatocracy. She offers […]
Pre-Disclosing Proxy Votes— Bradley August has advocated for funds to take that action since the days of ProxyDemocracy (archive link1, link2) and MoxyVote. Below is a comment August posted on LinkedIn regarding a recent Bloomberg Intelligence podcast. (updated3/16/2025) (more…)
Stanford Law Activism Class – Jim McRitchie I was a one-time guest speaker at Stanford Law in a class taught by lecturers Derek Zaba and Ram Sachs on 11/13/24. In preparation for the class, I wrote down a few notes and added a bit after class, now shared with readers: (more…)
Just Investing Podcast United Church Funds introduced a brand-new podcast, “Just Investing,” to tackle big questions in responsible investing. The Podcast, hosted by Matthew Illian and Adam Sank, will feature “powerhouse guests,” who are some of the voices leading the charge for a future in which every investment is a step toward a better world. […]
Cognizant 2024
Concentration of Wealth negatively impacts community and the environment. How bad is it (BAD)? What can be done? Just a few quick thoughts on Memorial Day morning.
DexCom 2024 – Vote AGAINST Sayer, Altman, Augustinos, Collins, Dahut, Heller, Malady, Auditor, Pay. Vote FOR Driscoll, Foletta, Topol, Pay, Pay Equity Disclosure, Transparency in Lobbying
AVAV 2023. Board Declassification is just one of several issues to be voted on before or during the AeroVironment (AVAV) annual meeting on September 29, 2023, at 9:00 am Pacific. Attend the annual meeting online. Vote in advance. To vote in person at the virtual annual meeting, you must first obtain a valid legal proxy […]
CII 2023 Fall Conference. I hope to see many of you there. I’m excited about the theme, “Next Frontiers in Governance.” CII offers unprecedented opportunities to network, share best practices, and learn from others. The CII 2023 Fall Conference will be in-person only. Register for the conference in Long Beach, California. In preparing to meet […]
Broadridge No-Action Request Threatens Democracy Broadridge No-Action request threatens democracy, so it deserves a second post because of its critical importance. At an in-person meeting, everyone can easily see a show of hands when the moderator asks if anyone needs more time to vote. Not so at virtual shareholder meetings, which have quickly become the […]
Amazon 2023. Fair Elections is just one of many issues to be voted on before the annual meeting at 9:00 am Pacific on May 24, 2023. Vote Against Bezos, Cooper, Gorelick, Huttenlocher, McGrath, Rubinstein, Stonesifer; For Fair Elections #15 & many shareholder proposals. Join the meeting with your control number. (more…)
Free Proxy Advisor? Yes. As You Sow and iconik have teamed up to offer free, set-it-and-forget-it, ESG-aligned proxy voting to enable shareholder democracy for millions of individual investors. The same service is also available to small institutional investors for a very small fee. (more…)
Fair elections have long been a major concern. When I started CorpGov.net in 1995, most directors were probably chosen by CEOs. Elections resembled those of North Korea. Vote for management’s slate or withhold your vote. Fair elections? I didn’t think so. My friends toiled mostly in socially responsible investments, focused on double bottom line impacts and […]
The following guest post originally appeared as a 2019 supplement to The Shareholder Service Optimizer. See Publishers Note at the bottom of this post for more details on how it was changed and how it is relevant to both issuers and employee shareholders. (more…)
Meta Platforms should address inequality by helping to establish an ownership culture where all Americans are shareholders with a voice in corporate activity, especially at corporations where they are employed. Voting in favor of the shareholder proposal outlined below will send a message not only to Mark Zuckerberg but to all those who currently control […]
Aerovironment 2021 annual meeting is September 24, 9AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You will also need your 11-digit voter control number and password AVAV2021 (case sensitive). Of course, I recommend voting in advance. To enhance corporate governance and long-term value, vote FOR all items, including Transition […]
Worker Voice and the New Corporate Boardroom is a new paper from the Aspen Institute Business & Society, based on a series of roundtables Idea Lab on Worker Voice in Corporate Governance. Whether the focus is on wages, worker health & safety or diversity, equity & inclusion, the year 2020 opened up new conversations about […]
True Shareholder Democracy? Jeff Sommer at the New York Times thinks he’s glimpsed the future. (A Glimpse of a Future With True Shareholder Democracy) He is off the mark but focuses on a fundamental issue, John Coates’ The Problem of Twelve. Should twelve people control US public companies? True Shareholder Democracy? More important than INDEX’s […]
Amazon 2021 annual meeting is May 26, 9 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You will need the control number you got from ProxyVote or elsewhere. Amazon will limit questions to one per shareholder. Of course, I recommend voting in advance online by May 25. To […]
Stryker Corporation 2021 annual meeting is May 5, 2021, at 11AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/SYK2021 and enter the 16-digit control number. With my broker (TD Ameritrade), the only place I can find that control number is in a “vote now!” email I received long ago. If you deleted […]
Edwards Lifescience 2021 annual meeting is May 4, 10 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit www.proxydocs.com/EW. They do not make it easy. I had to put in my control number, which was not in the TDAmeritrade library where I vote proxies. I had to find the control number […]
Empowering Employees 2021 through workers on boards, workers councils, director liaisons, and/or ESOP trusts. Help us move to more democratic workplace cultures. (more…)