Thanks to Evan Epstein for his thoughtful Who Controls Anthropic? (Boardroom Governance Newsletter #81, October 6, 2026). As Anthropic prepares for what could be one of the largest IPOs in history, Epstein rightly argues that the most important question is not valuation, revenue or competition with OpenAI. It is who will control the company. Thanks […]
In 1953 the New York Stock Exchange launched “Own Your Share of American Business,” the longest marketing campaign in its history. As Janice Traflet documents in A Nation of Small Shareholders: Marketing Wall Street after World War II (see my review essay), the campaign had two purposes. It would restore profits to retail brokerage, and […]
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 […]
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 […]
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 […]
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 […]
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 […]
Incentive shares – shareholders have a right to know their distribution. Meta, Amazon, and Repligen argue against disclosure. Working mostly from the same template, they argue distribution of shares to employees is “ordinary business” and “does not focus on any significant policy issue that transcends the company’s ordinary business operations.” I submitted similar proposals to […]
Employee ownership is my next focus. Support for proposals in 2020 and 2021 to encourage companies to add workers to the board has been weak. It is time to reassess. My conversations with CalPERS were especially interesting. Directors I interviewed who were elected by the members favored our proposals. Staff, those charged with voting shares […]
Starbucks 2021 annual meeting is March 17, 10AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting link and enter your control number. I recommend voting in advance. To enhance long-term value. Vote AGAINST Allison, Dillon, Nadella, Ramo, Shih, Teruel, Pay, Auditor. Vote FOR #4 Increase Diversity of Director Nominees / Employee Board Representation. (more…)
Woodward 2021 Shareholder Presentation: Background My proxy voting recommendations for the January 27, 2021 meeting can be found at Woodward 2021: Empower Workers. The meeting begins at 7 AM Pacific Time. View the Proxy Statement via SEC’s EDGAR system. This post is a draft of my presentation of Proposal #5. Registered shareholders will be sent a link one hour prior […]
Empowering Employees 2021 through workers on boards, workers councils, director liaisons, and/or ESOP trusts. Help us move to more democratic workplace cultures. (more…)
Election fraud attempt by Citigroup points to the need for more participation in decision-making by employees to ensure ethical conduct. Citigroup tries to cheat by telling us we need to meet SEC rules today for the 2021 AGM that don’t become effective until 2022. With a market cap of more than $82B, don’t tell me […]
Recovery AND Broader Ownership: Take Action Economic recovery AND broader ownership can be ours. We need a nation of employees who more fully share and participate in a healthy recovery through ownership. Support legislation introduced by Republicans and Democrats: S 4236, [Senator Ron Johnson (R-WI) and Senator Tammy Baldwin (D-WI)] inject working capital into American […]
The Making of a Democratic Economy: How to Build Prosperity for the Many, Not the Few by Marjorie Kelly, Ted Howard, Naomi Klein (Foreword). Buy the book. As Naomi Klein notes in the Forward, We need to know what we are for as well as what we’re against… It’s not enough to imagine that another world is […]
Phelps’ Mass Flourishing: How Grassroots Innovation Created Jobs, Challenge, and Change by Edmund S. Phelps. Important issues are discussed but the typology, especially the characterization and treatment of corporatism, is problematic. (more…)
Through a proxy proposal, we asked the Twitter board to study broad-based ownership, such as cooperatives, for lessons to be learned on how to make Twitter both more productive and more democratic. The proposal won enough votes to be brought back next year. In the meantime, we continue building a campaign and studying broad-based ownership […]
Matt Cropp, Associate Director of the Vermont Employee Ownership Center and Marjorie Kelly, Executive Vice President of the Democracy Collaborative, discuss employee and community ownership, with a specific discussion of the Keep BT Local Campaign. (more…)
Employee Participation and Ownership: Award Program The Foundation for Enterprise Development announced their annual award program for promising research by emerging scholars in the domain of broad-based employee participation and ownership. The purpose of the award program is to identify innovative research in management or management-related disciplines that considers high-impact ideas in the context of business and […]
Corporate Governance of ESOP Companies from SES Advisors Without the founding entrepreneur steering the ship, ESOP companies’ corporate governance is of paramount importance. In this webinar, you will learn: the roles of trustees, directors and officers, how corporate governance affects value, and best practices for corporate governance in ESOP companies. (more…)
The principal-agent conflict is endemic in employer-employee and supervisor-supervisee relationships. KK Fung’s cartoon talks about ownership and being one’s boss… alignment of work and rewards. (more…)
PLANSPONSOR.com reports, a provision in President Obama’s Fiscal Year 2014 budget that pertains to employee stock ownership plans (ESOPs) could result in a disincentive for offering the plans. The provision would eliminate Internal Revenue Code section 404(k), an incentive for ESOP creation and operation that permits a C corporation to deduct the value of dividends paid […]
Indian IT firms are witnessing a significant jump in attrition levels. Retention has become a key challenge. Several IT firms are set to implement Employee stock option plans (ESOPs), reports Bibhu Ranjan Mishra from the Business Standard. Infosys discontinued its ESOP policy in May 2003, saying “the employees are not keen on it.” However, in […]
TheCorporateCouncil.net posted a transcript of a recent Webcast on the SEC’s new Proxy Disclosure requirement. Like always, they do an excellent job of sorting out issues for those getting into the weeds. RMG reports “The wave of new federal securities lawsuits related to the global credit crisis has finally subsided, down 7-24% depending on whose data […]