Part 3 of 3. Working draft for discussion. Comments are due November 20, 2026 (File No. S7-2026-32). Link to Part 1 and Part 2. This part discusses some input for my next working draft letter on the SEC’s proposal to rescind Rule 14a-8, 91 FR 59904. Part 2 covered the legal objections (Objections 1–4). Here […]
Rule 14a-8: Perhaps There’s Another Way, Sarah Wilson’s post on the Harvard Law School Forum on Corporate Governance, is the most constructive response yet to the SEC’s proposed Rule 14a-8 rescission. Most of the debate has been a binary choice: keep the rule as it is, or scrap it. Wilson offers a third path. I […]
The SEC has proposed to Rescind Rule 14a-8 would be one of the most consequential changes to shareholder rights in generations. Complete rescission of Rule 14a-8, woiuld repeal the federal rule that has allowed qualifying shareholders to place proposals in company proxy materials for more than 80 years. Under Release No. 34-106383, File No. S7-2026-32, […]
Individual investors who file shareholder proposals have played a significant and consequential role in advancing sound corporate governance. Yet their contribution is often overlooked. Recent debate over the shareholder proposal process has drawn strong responses from institutional investors, faith-based investors, and pension funds seeking to protect shareholders’ ability to engage companies through proposals. Missing from […]
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, […]
Corporate Governance Gaming: The Power of Retail Investors is delicious snacking, not just for Robinhood and Reddit GenZ’ers, but also for some Boomers who have tried to democratize corporate governance for decades. How many times have we rolled our eyes reading about GameStop and the frenzy of meme stocks? Crazy? Yes, but also exuding potential, explored […]
Corporate Accountability Fall 2021: Restoring the Balance. This is your chance to discuss the issues with Nell Minow, Michae O’Leary, Andy Behar, Josh Zinner, Doug Chia, Bruce F. Freed, Heidi Welsh, Jon Lukomnik, Tim Smith, Christina Sautter, Rick Alexander, Karen E. Woody, Sanford Lewis. Spring will include Leo Strine Jr, Brandon Rees, Jackie Cook, David […]
Proxy Season 2021 Investor Sentiment Study: Background Proxy Season 2021 Investor Sentiment Study finds the rise and influence of individual investors presents unique opportunities to engage new investors like never before. A new survey from Broadridge Financial Solutions (NYSE: BR) highlights how new and younger retail investors are thinking about investing and this year’s proxy […]
Standing Voting Instructions: Empowering the Excluded Retail Investor by Jill E Fisch just could be the most important article on corporate governance this year… if it is widely read and acted on. Download at ecgi, Penn Law or SSRN. The above photo is from Small Investors Support the Boards. But Few of Them Vote, The New York […]
https://www.sec.gov/News/Speech/Detail/Speech/1365171515808
On September 22, the HLS Forum on Corporate Governance and Financial Regulation posted an article (The Promise of the Enhanced Broker Internet Platform) from John Endean, President of the American Business Conference, a coalition of CEOs of mid-cap companies. I attempted to post a comment on the HLS Forum but it appears to have fallen through the cracks. […]
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