I have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my […]
Tag Archives | democracy
Dissident Directors and Proxy Access: Best Defense May Be the Same
Two+ Calls for Papers – Towards Sustainable Re-embedding & Civil Society
The next European Academy of Management conference will take place in Valencia (Spain) between the 4th and the 7th of June 2014. The conference will be held at the Valencia Conference Centre and the Faculty of Economics of University of Valencia. The theme of the conference, Waves and Winds of Strategic Leadership for Sustainable Competitiveness, […]
Video Friday: Rethinking the structure of corporations, Michael Yaziji
Major corporations are very good at maximizing revenue capture for their owners — but they do so by externalizing costs to society. This drives many of the fundamental problems we currently face, from environmental degradation to economic inequality. IMD Professor Michael Yaziji discusses limitations to the three current solutions to this root challenge: the free […]
QVB vs Proxy Exchange: Buy Votes or Assign Them?
Thanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take: Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders […]
Review Essay: Citizens DisUnited
Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream both delights and informs as only Robert A.G. Monks can. No one else writes so well about topics like “How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine” and those in the current volume because no one else has been as engaged […]
Review: Governance, Democracy and Sustainable Development
The subtitle of the book edited by James Meadowcroft, Oluf Langhelle and Audun Ruud is Governance, Moving Beyond the Impasse. Progress on important issues such as climate change, biodiversity, sustainable management of lands and oceans is blocked. The book’s essays, by some of the world’s leading thinkers, explore how we got here and how we might […]
Take Action: Write to Chevron to Protect Shareowner Rights
Chevron’s subpoena of e-mails in this case goes well beyond the individual players and is a threat to the communication rights of all shareowners. Action: Please take 60 seconds right now to send a message similar to the following to Chevron: I write to protest Chevron’s subpoena seeking emails and communications from Trillium Asset Management […]
Video Friday: Marcus on 2012, Monks Previews 2013 Book, Sheila Bair & Scott Hamey on Corporations and Democracy
2012 saw shareholders voting down pay deals, Apple pulled up on labour conditions & execs at Starbucks & Amazon grilled over UK tax avoidance. Lucy Marcus rounds up the year in boards. (more…)
Empty Voting: Empty Promises
Jay M. Hoffman and Melissa Ghislanzoni of Miller Thomson in Toronto recently posted Empty Voting – Waiting for a Regulatory Response. While focused on Canada, the post applies equally to the US. The recent Telus decision of the British Columbia Court of Appeal “appears to signal a green light for the continuation of empty voting, at least until a […]
Sempra Defies Shareowners
From Fox News: Sempra Energy (SRE, $SRE) said its board elected Chief Executive Debra L. Reed as its new chairman, succeeding former company CEO Donald E. Felsinger, who is retiring. (more…)
Recent Research on SSRN
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 […]
Video Friday: The Voice of Students & Power of Endowments
On February 15th, the Responsible Endowments Coalition honored Anuradha Mittal, the Executive Director of the Oakland Institute. Anuradha spoke about university investments in land grabs—the act of buying up vast tracts of land in poor countries that often result in environmental destruction and violations of human rights. (more…)
Proxy Access Moves Forward: Forest Labs, Medtronic & H&R Block
The cartoon at left accompanied an article entitled Where are the funds? (Pensions & Investments, 3/5/2012) P&I lamented, “instead of sitting on the sidelines, activist investors should take advantage of the opportunity to file access proposals… proxy access proponents must be adventurous.” We are going to use the key; adventure is on the way. As I […]
Book Review: Owning Our Future
Marjorie Kelly is the rarest of authors, discussing some of the most difficult problems we face but doing so through an easily understood narrative of her own search for answers that is bound to draw in readers from a wide variety of backgrounds. Her analysis is insightful and the recommendations contained in Owning Our Future: […]
Review: The Shareholder Value Myth
Like the Economics of Good and Evil by Tomas Sedlacek, Lynn Stout’s The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public is an exploration into the history and sociology of knowledge. While Sedlacek ambitiously tackles several myths at the core of economics, Stout focuses laserlike on the misconception that corporations are required to […]
Video Friday Triple Play: Shareholders Revolt & Equilar CEO Pay Study
BNN’s The Street is delivering an in-depth look at the growing number of shareholder uprisings. Activist investors are speaking out out at CP Rail, Yahoo, Astral Media and elsewhere. And, they’re not just taking on management. They’re winning their battles too. Click here for more. (more…)
Review: Shareholder Democracies?
Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in (more…)
Video Friday: Mark Latham's Voter Media
Ben Christopher wrote a great profile of Mark Latham, highlighting some of his ideas and efforts around the voter media concept. (A Math Wiz’s Idea to Revive Local Journalism, The Tyee, 1/27/2012) (more…)
End Corporate Demockary
Corporations determine far more than any other institution the air we breathe, the quality of the water we drink, even where we live. Yet they are not accountable to anyone. Those words were on the 1991 cover of Power and Accountability: Restoring the Balances of Power Between Corporations and Society by Robert A.G. Monks and […]
Proxy Access: Now We Are Four
First, we learned that Daniel Rudewicz, a USPX member, filed a proposal at KSW, a Long Island City, N.Y.-based company with a $19.7 million market capitalization that furnishes and installs heating, ventilating, and air conditioning systems and process piping systems. (more…)
WU Attempts to Block Genuine Proxy Access With Foil
Making Sense of Dodd-Frank reports that Western Union (WU) submitted a no-action letter to the SEC seeking exclusion of Norges Bank’s proposal pursuant to Rule 14a-8(i)(9) because the proposal directly conflicts with a proposal to be (more…)
Audio Friday: Federalist Society Panel on Proxy Access – Special Bonus re Bain Capital
Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank […]
Proxy Filings to Address Citizens United
More than 40 investors joined in filing and co-filing the resolution seeking comprehensive disclosure of corporate lobbying. Among them are New York (more…)
Video Friday: Because Only People are People
Thanks to the Supreme Court and Citizens United, the same big corporations and billionaires that destroyed our economy and caused millions of us to lose our jobs and homes, are spending obscene amounts to drown out our voices in (more…)
Proxy Access Proposals Challenged: Starting to Post Responses
ISS reported that Textron filed a Dec. 23 no-action petition with the SEC to omit a shareowner proposal from Ken Steiner that seeks proxy access using the model proposal developed by USPX. This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple […]
Trillium & Green Century Mark Citizens United Anniversary With Resolutions Urging Halt to Political Donations
On the 2nd anniversary of the Citizens United Supreme Court decision, two investment firms announce that they have filed shareholder resolutions at three companies, Bank of America, 3M & Target Corporation, urging them to refrain from making political donations in the future. This is the first time institutional shareholders have (more…)
Proxy Access Win at KSW
Daniel Rudewicz, a USPX member, reports what I would term the first win under recently implemented SEC rules that once again allow proxy access proposal to be filed. As reported earlier, Rudewicz filed a proposal at KSW, a Long Island City, N.Y.-based company with a $19.7 million market capitalization that (more…)
CII Contract with Equilar a Positive Step But More Needed to Address Pay Issue
Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release: By combining an innovative market-based algorithm to identify peer […]
The Incoherent Way We “Hire” Directors
Republished here with permission, Ralph Ward’s essay was included in his January 2, 2012 publication: Ralph Ward’s Boardroom INSIDER, the best quick read for director tips. In a few brief paragraph’s Ward sets out the folly of our current selection process. After reading it, I hope you will agree with me that (more…)
Video Friday: No Legal Duty to Maximize Shareholder Value
Can corporations’ relentless focus on maximising shareholder (more…)
Biggest Losers: Will ShareOwners Dump Lapdogs?
CBS News identifies the 10 biggest market losers of 2011. HP and BofA are both targets of (more…)
Funds Should Attend More Annual Meetings
The Financial Reporting Council (FRC), UK’s independent regulator “responsible for promoting high quality corporate governance and reporting to foster investment,” is also in charge of the Stewardship Code for institutional investors. The FRC, 230 pension schemes, fund managers and service-providers have signed up for the Stewardship Code, including “most of the major investors in UK equities.” According to […]
Proxy Access Proposed at Six More Companies
Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for binding bylaw proxy access proposals at six US companies (Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Groupas) part of its efforts to strengthen shareholder rights. According to (more…)
Sharegate Launches in Beta: Social Media to Facilitate Shareowner Action
What is Sharegate? On its most basic level, www.sharegate.com is a social network for all players in the corporate structure, including shareholders, corporations and their investor relations representatives, institutional fund managers, and affiliates such as special interest groups, academic professionals, and (more…)