State treasurers and investor advocates mobilize to defend Rule 14a-8, which has allowed them to file advisory shareholder proposals since 1942. Dismantling the shareholder-proposal process would silence an essential early-warning system, increase litigation, and shift power from shareholders to corporate management. Jump to How to Defend Rule 14a-8. Jump to Petition on SEC Rule 14a-8 […]
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 […]
Letter to SEC-IAC The following was sent to the SEC’s Investor Advisory Committee (Committee) earlier today. I’ve reformatted it slightly for ease of posting, and added my own comments at the end, after the letter that was sent, and a graphic at the top. Video (more…)
Integrating individual voting through technological advancements and the increasing influence of ESG considerations will likely redefine materiality in corporate governance.
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 […]
ChatGPT: Conservative Legislators Oppose Free Markets. That’s the response Sanford Lewis got this weekend from an interaction with ChatGPT that I thought worthy of sharing. ChatGPT Request Write a humorous and sarcastic discourse on the manner in which anti-ESG activism by “conservative” legislators contradicts their support for free enterprise and capitalism. (more…)
SLB 14L, issued on November 3, 2021, will reduce the costs and uncertainties for both shareholders and boards associated with shareholder proposals. Shareholders will be able to get to the point on important environmental, social, and governance (ESG) issues without so much careful word crafting by attorneys. Companies will not waste time on expensive analysis […]
SEC to Protect Shareholder Rights in 2021 Shareholder rights in 2021 will strengthen if recent speculation is realized. U.S. Senate Democrats aim to undo Trump-era shareholder voting rights rule. Shareholder Rights in 2021: History As discussed elsewhere on CorpGov.net (Review: Carl Gershenson). After its founding, the SEC was largely a champion of shareholder rights, requiring companies […]
Reform No-Action Process Reform no-action process. That was the call of a recent letter by the Shareholder Rights Group to John Coates in his new role as Acting Director of the SEC’s Division of Corporation Finance. The letter is posted below. Some formatting changes were made and I added links to put our request to reform […]
SEC Trampled Rights. September 23 was a bad day for shareholders, society, and the environment. It was an action typical of the Trump Administration, where political appointees work counter to the missions of regulatory bodies. The only significant “support” for the amendments from shareholders came from a few fake letters, which Chairman Clayton read into […]
How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice, Miriam Schwartz-Ziv‘s new paper recently posted on SSRN will be the subject of a virtual seminar held on Wednesday, Sept 2nd, from 11 AM-noon EDT. See the link below. (more…)
SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]
Investors ask SEC to rescind no-action policy recently announced. Additional resources and commentary regarding the new SEC No-Action Policy are included below the letter. Click for PDF. (more…)
Verbal No-Action Decisions Slammed by Shareholder Rights Group Verbal no-action decisions by the SEC threaten the integrity of corporate governance. On September 6, the Securities and Exchange Commission issued a new policy providing for verbal no-action decisions that could significantly reduce transparency and accountability in the process of enforcement of the rules on shareholder proposals. […]
Proxy Preview 2019 reveals intensified shareholder pressure on corporations across a wide range of ESG issues from climate and political spending to women. Investors with a conscience; we are having a bigger impact every year. Download the report and/or watch webinar here. (more…)
Great article this morning on the proposed Financial CHOICE Act from Lauren Compere, Director of Shareholder Engagement at Boston Common Asset Management entitled Too Big To Listen? Dodd-Frank and Shareholder Rights! See also “Shut Up”: Not What Good Companies Tell Their Owners from Julie Fox Gorte, Senior Vice President for Sustainable Investing, Pax World. Below is a copy […]
The SRI Service Award is one of the most prestigious awards given in the corporate governance industrial complex… and this one is for work in the field of Sustainable, Responsible, Impact investing. No one has to excuse themselves for working in SRI. Like motherhood and apple pie, SRI is inarguably good… although there are still a […]
RIA hands untied by Newground Social Investments team and the SEC’s refusal to grant a no-action letter to Baker Hughes (BHI, $BHI) on February 22, 2016. Congratulations to Bruce Herbert and staff at Newground, as well as to their advisors. We have discussed the importance of not counting abstentions before at Simple Majority Vote Counting Initiative for […]
Publisher’s note: I wasn’t going to publish anything today but I couldn’t resist this recent news from Sanford Lewis, Esq. and Sonia Kowai of Zevin Asset Management about a denial of a no-action letter that allows shareholders to hold mutual funds to account. Imagine what the world could look like if mainstream funds lived up […]
Bank of America (BAC) shareholders can now look forward to nominating candidates to the Board of Directors in a deal negotiated by John Harrington, CEO of Harrington Investments, Inc., (HII) a socially responsible investment advisory firm based in Napa. The Bank adopted new “proxy access” bylaws reflecting changes driven by Harrington’s shareholder resolution. (more…)
Climate Change Portfolio Exposure Boston Common Asset Management has a proposal that will appear on the proxy of PNC Financial Services ($PNC) requesting that it report to shareowners on the greenhouse gas emissions resulting from its lending portfolio and its exposure to climate change risk in its lending, investing, and financing activities. Watch for your proxy. The […]
(Endorse our investor sign-on letter by sending an e-mail with your name, title and organization to Sanfordlewis@gmail.com) Should Companies Disclose More Information To Investors About the Liabilities They Face? by Sanford Lewis, Counsel, Investor Environmental Health Network When investors are unaware of impending financial pain at the companies in their portfolios, they often face expensive […]
Robert Kropp, writing for SocialFunds.com, ran a recent series of three posts interviewing people on the passing proxy season. First up was Environmental Shareowner Resolutions Gain Record Levels of Support in 2010 Proxy Season, in which Kropp interviewed Michael Passoff of As You Sow. Looking back on shareowner vote totals for first-time environmental resolutions over […]
In the year-end reflections two contributing factors deserve more attention. First, "prophetic warnings" from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford Lewis for boards to revoke implicit policies of "don’t ask, don’t tell" with regard to liability issues. The current financial meltdown should remind us of […]