Tag Archives | SEC

The Costs and Benefits of Shareholder Democracy

The Costs and Benefits of Shareholder Democracy

The Costs and Benefits of Shareholder Democracy (download from SSRN) by Nickolay Gantchev and Mariassunta Giannetti was referenced several times in the SEC’s proposed rulemaking to “modernize” the shareholder proposal process by making corporations more of democratic-free. The research was also referenced by two SEC Commissioners at the meeting when the proposal was initially voted […]

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MGM Dark Money

MGM Dark Money Contributions

MGM dark money is the subject of my first political disclosure proposal submitted for 2020. Dark money corrupts elections throughout the country. In the Supreme Court’s decision Citizens United, Justice Kennedy wrote, “Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits, and citizens can see whether elected officials are […]

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ISS Sues SEC - Gary Retelny CEO of ISS

ISS Sues SEC

ISS sues SEC is now “old” news, but I was on vacation when they did so on October 30, 2019, and have been busy since then. This post is primarily for my own future reference. Since the action is historically significant, I may want to reference it in the future. This post on CorpGov.net I […]

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Constructive Engagement - USSIFESGshareholderproposals 2016-2018

Constructive Engagement

Constructive engagement is, supposedly, the primary reason for the SEC’s proposed new rules. As Chairman Clayton noted, Today’s proposed amendments follow from the staff’s extensive experience with shareholder proposals and recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised, including, in particular, the […]

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Modernization of Shareholder Proposal Rules - Trust Us

Modernization of Shareholder Proposal Rules

Modernization of Shareholder Proposal Rules Protect Entrenched Boards The SEC’s so-called modernization of shareholder proposal rules would significantly reduce the spread of long-term focus and best practices generated by proposals submitted by “gadflies” like myself to make corporations more democratic. Chairman Clayton seems to believe we file unpopular costly proposals. (more…)

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SEC Proposal to Improve Proxy Voting

SEC Proposal to Improve Proxy Voting Advice

SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]

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Gadfly Importance Key - McRitchie

Gadfly Importance Key to Democratic CorpGov

Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]

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Rescind No-Action Policy

Rescind No-Action Policy

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…)

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Verbal No-Action Decisions - SEC Lost Its Head

Verbal No-Action Decisions Questioned

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. […]

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Shareholders v Stakeholders

Shareholders v Stakeholders

Shareholders v Stakeholders is in the news again, driven by the Business Roundtable. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)

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Mutual Fund Wars

Mutual Fund Wars Over Fees AND Proxy Votes

Mutual fund wars are fierce around pricing. What if competition was also fierce around proxy voting? Could that change the world? I certainly think so. My petition to the SEC could generate mutual fund wars around ensuring proxy votes align with investor values. (Rulemaking Petition for Real-Time Disclosure of Proxy Votes, SEC File 4-748, Jul. […]

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Investment Advisers Allison Lee

Investment Advisers SEC Clarification: Allison Lee

Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]

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McRitchie 2019 Proxy Season

McRitchie 2019 Proxy Season Win for Market Beta

McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]

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LGBTQ CorVel

LGBTQ CorVel Win by Walden

LGBTQ CorVel (CRVL) workplace equality advocates celebrate a significant victory in the midst of a historic Pride month representing the 50th anniversary of the Stonewall riots. Shareholders will have a voice on CorVel’s EEO policy. (more…)

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Alarm 2019

Alarm 2019 Proxy Guide

Alarm 2019 annual meeting is June 5th. To enhance long-term value. Vote AGAINST Auditor. Vote FOR all other items, including shareholder proposal to eliminate supermajority requirements. (more…)

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American Express 2019

American Express 2019 Proxy Vote Recommendations

American Express 2019 annual meeting is May 7th. Vote by May 6 online. For optimum accountability and shareholder return vote AGAINST John Brennan, Peter Chernin, Stephen Squeri, Ralph de la Vega, Ronald Williams, the Auditor, Say-on-Pay. Vote FOR Written Consent, Deduct Impact of BuyBacks on Pay, Report on Gender Pay Gap. (more…)

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Proxy Voting Alignment

Proxy Voting Alignment Will Drive Index Fund Competition

Proxy voting alignment with client values will drive competition between index funds. Most index funds have low fees and earn close to the same rate of return for their investors. How can they differentiate themselves? SEC Commissioner Rob Jackson Jr. implies competition should be driven, at least in part, by funds aligning their proxy votes with […]

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Paycom 2019

Paycom 2019: Proxy Voting Recommendations

The Paycom 2019 annual meeting is April 29th at 5300 Gaillardia Boulevard, Oklahoma City at 11:00 a.m. local time. Your last opportunity to vote online is April 28th. To increase corporate performance and shareholder value, WITHHOLD votes from Clark and Duques. Vote AGAINST pay; FOR auditor and FOR shareholder proposal to declassify the board. (more…)

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Normalized Deception

Normalized Deception: Spectrem Group

Normalized deception in the world of politics has spread to proxy voting controversies. A recent white(wash) paper by the Spectrem Group purports to be “providing a voice to retail investors on the proxy advisory industry” by employing a ham-handed survey, which seeks to “educate” respondents through leading questions. The report’s catchy title is Exile of […]

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Rulemaking Petition for Real-Time Disclosure of Proxy Votes

Petition for Real-Time Disclosure of Proxy Votes

Petition for Real-Time Disclosure of Proxy Votes Abstract: Corporations have facilitated the most dynamic economic growth in history. Addressing adverse externalities, like dark money and climate change, has been hampered by dispersed ownership. Mechanisms are needed to define common values and increase individual empowerment within corporate dominated economies. Ironically, recent concentration of corporate ownership by […]

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Apple 2019

Apple 2019: Proxy Vote Recommendations

The Apple 2019 annual meeting is March 1st. To enhance long-term shareholder value, vote AGAINST directors Levinson and Gore., as well as pay and the auditor. Vote FOR shareholder proposal #4 Proxy Access Amendments and against #5, which aims to set up an ideological litmus test for directors. [yasr_visitor_votes size=”small”][yasr_overall_rating size=”small”] (more…)

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Franklin Resources 2019 Attacks Shareholder Rights

Franklin Resources 2019 Attacks Shareholder Rights

Franklin Resources 2019 annual meeting is 2/12/2019. Shareholder rights are under attack. Vote AGAINST  Barker, Johnson, Pigott, Stein, and Waugh, as well as the auditor. Most important, vote AGAINST the Board’s attempted Ratification of a Substitute Special Meeting Amendment. Shields up! Vote to protect shareholder rights and enhance long-term shareholder value. (more…)

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Do the opposite

Do the Opposite: Franklin Resources Plays George

Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)

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SEC Video Proxy Process

SEC Proxy Process Video 11-15-2018

SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)

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Small Shareholders

Small Shareholders Critical to Democracy

Some corporations and lobbying organizations claim small shareholders (Chevedden, McRitchie/Young, and the Steiners) submit 40% of proposals, most fail and we are forcing companies to waste money. Actually, small shareholders are critical to democracy.  This is an old complaint. A 1947 hearing on proxy rules before a House Committee charged shareholder proposal rules would provide a […]

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LGBT Rights

SEC Jeopardizes Shareholders’ Fight for LGBT

LGBT rights are under fire at the SEC. Despite gains in the push for equality, lesbian, gay, bisexual, and transgender (LGBT) individuals still face significant discrimination and harassment in the workplace.  A 2017 survey by the Center for American Progress found that 25% of LGBT respondents reported experiencing discrimination because of their sexual orientation or gender identity […]

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