A new analysis of private equity oil-and-gas funds raises an important question for CalPERS: What has the pension system actually earned from CalPERS fossil-fuel private equity investments after fees, inflation, illiquidity, and risk? As many readers know, I am a retired California State employee, sometimes actively engaged with CalPERS, which provides my pension, and with […]
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 […]
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 […]
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 […]
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.
Dear Bob, I read your final reflections—Advice to a Younger Me—not once, but several times. Intending to write a book review. I ended up writing this letter of reflection because that’s what your last book invites readers to do. Yours is not really an autobiography. It is a reckoning. And it is impossible to read […]
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 […]
Values-Primacy & Total Governance Through Activism, by Carliss Chatman and Sergio Gramitto Ricci, argues that everyday stakeholder actions—walkouts, boycotts, consumer backlash, viral campaigns, and proxy voting—function as a real, if often unacknowledged, system of corporate governance. When individuals coordinate across their multiple social roles (worker, consumer, investor, community member), they shape corporate identity more durably […]
Fiduciary duty, has inverted, to become a duty to the corporation and its shares. We must reclaim it to serve its ultimate beneficiaries—shareholders as people.
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 […]
DEI support remains strong despite attacks by President Trump and officials in several states. Many states have issued guidance on how to stay legally compliant. As Timothy Smith of the Center on Corporate Responsibility (ICCR) points out, “this proxy season, approximately 98% of the shares voted to maintain current corporate diversity, equity, and inclusion programs.” […]
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.
2024 CorpGov.net Proxy Season Results Are In Shareholders have voted on the vast majority of our proposals this year. I count wins or partial wins on 26 out of 46 proposals, about 57%. We lost on 20 proposals. Six were a result of my inattention. For example, being a day late on the broker letter […]
Proxy Voting as if Systems Matter. Investors currently get essentially the same voting advice if they are broadly diversified or if their investments are highly concentrated. That doesn’t make sense if they are attempting to use their votes to enhance their financial returns. It also may not make sense strategically, even if they are concerned […]
INDEX investors empowered by iconikapp can regain control of capitalism from the financial services industry. Invest indirectly in 500 companies & vote YOUR VALUES AUTOMATICALLY before each annual shareholder meeting. ONEFUND (ticker symbol INDEX) partnered with iconikapp.com to give retail investors a say in how the fund’s shares are voted. Iconikapp’s technology enables fund managers to […]
Saving American Democracy in the Age of Citizens United, that’s the subtitle of a new book by Robert A.G. Monks entitled The Emperor’s Nightmare. The subtitle speaks to the book’s forward thrust. The title puts that in the context of a long journey in corporate governance by Monks. The cover of Power and Accountability in 1991 […]
Six New Rules of Business: Creating Real Value in a Changing World (Berrett-Koehler, 2021) is Judy Samuelson’s latest book. Fresh off her testimony to Congress on shareholder primacy, discuss the issues with Judy on Corporate Accountability Forums, Monday 3/28/2022 at 2 pm Eastern – Register now to participate. (more…)
Real-time proxy voting disclosure by big funds could drive competition for investments from individual investors and smaller institutional investors with few resources for proxy analysis. Such disclosures would also go a long way in solving problems raised by Delaware Supreme Court Chief Justice Leo E. Strine, Lucian Bebchuk, and the Main Street Investors Coalition regarding potential […]
Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others. The following is the central highlight: Our key insight is that although […]
Apple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.” Maybe they wanted to support Apple’s management while the company is under attack from the FBI. ISS recommended a […]
Bernard Sharfman notified me of his post, Public-pension funds play with newest toy in corporate governance, saying: “As you know I am not a big fan of proxy access.” I was looking forward to a thoughtful analysis of the issues but that is not what I found. The R Street blog, where his piece was posted, […]
The Norges Bank Investment Management (Norges), the largest sovereign wealth fund in the world, will publish its voting intentions prior to annual general stockholder meetings (AGMs) when it believes such action can help illustrate an important principle. (Norwegian oil fund to disclose voting intentions to illustrate ‘principle’) (more…)
The UK Law Commission’s final 2014 report and guidance on fiduciary duty: The Review identified widespread concern about how fiduciary duties were interpreted in the context of investment. In particular, some stakeholders felt: it was not clear who in the investment chain was subject to fiduciary duties and what those duties were; their fiduciary duties […]
As I mentioned in yesterday’s post, Council of Institutional Investors Fall 2014 Conference: Meeting Availability, I’m encouraging a research project looking into the impact that funds announcing their proxy votes in advance have or can have. I’ve joined with Pensions&Investments in arguing funds have a fiduciary duty to make such advance proxy vote disclosures when that could influence the outcome. […]
Yesterday, I posted a recent letter to the editor of Pensions & Investments praising their editorial, Winning Over Proxy Voters, which argues that institutional investors have a fiduciary duty to announce their proxy votes in advance of annual meetings, if doing so is likely to influence voters. If institutional investors heed their call, it will speed […]
Below is an email I sent to Pensions & Investments (P&I) editorial chief Barry Burr praising their editorial enhancing fiduciary duty and opining on how it may speed the arrival of the time when retail investors will vote their values with the simple push of a button or two on their cell phones. I will follow […]
Guest Post by Adam M. Kanzer, managing director and general counsel of Domini Social Investments LLC, New York. His responsibilities include directing Domini’s shareholder advocacy department, where for more than ten years he has led numerous dialogues with corporations on a wide range of social and environmental issues. The following originally appeared under the same title in the […]
This is the last in a three part series. See also Fiduciary Duty to Announce Votes (Part 1): Editorial Calls For Advanced Disclosure and Fiduciary Duty to Announce Votes (Part 2): Historical Background. Take Action: Ask your mutual fund, pension fund, and/or endowment to: Send you a copy of their proxy voting policies and their proxy […]
This is the first of a three part series. See also Fiduciary Duty to Announce Votes (Part 2): Historical Background and Fiduciary Duty to Announce Votes (Part 3): Take Action. A recent editorial in Pensions & Investments (P&I), Winning over proxy voters, essentially argues that pensions have a fiduciary duty to announce their proxy votes in advance of the […]
My first effort to record a video on corporate governance is about my proxy access proposal, now being voted on at Reeds Inc. (REED). The video below explains Reeds’ great potential and why I submitted a 2013 shareholder proposal to allow shareholders proxy access for up to two director nominees. Did you know 40% of […]
GMI has enhanced their Accounting & Governance Risk (AGR®) ratings product. As I have indicated elsewhere, products like this one and GMI’s Forensic Alpha Model (FAM™)do a great deal in advancing corporate governance. See my September 26, 2013 post and FAMulous Basis for Achieving Alpha. (more…)
In their recent paper, The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights, Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013) argue that proposed reforms to accelerate disclosure of equity positions and prohibit certain derivatives would discourage the vital role of activist shareowners. Below, I argue in support of their position […]
India’s InGovern Research Services Pvt. Ltd. “assists financial institutions and investors that have financial, investment or reputational exposure to public-listed companies in India by providing our clients with corporate governance reports, proxy analysis and proxy voting solutions.” Their recent report, Analysis of Mutual Funds Voting for 2011-12, finds little progress when it comes to mutual funds participating in […]