Meta Lawsuit: In Brief Many thanks to Rick Alexander and The Shareholder Commons for allowing me to play a small role in opening up a new legal battle. The Meta lawsuit contends that directors of Meta Platforms, formerly Facebook, must consider the effects of its commercial activities on the portfolios of Meta shareholders, not just Meta’s short-term […]
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 […]
Climate Risk Hypocrites exposed by Morningstar’s Jackie Cook and Tom Lauricella. The authors found support for climate-related proposals rose at Fidelity, State Street Global Advisors, and Vanguard. Support fell at American Funds and BlackRock. (Top Fund Companies’ Climate Change Votes: A Very Mixed Picture) (more…)
The deceptive title of a recent op-ed in the Wall Street Journal would not keep politics out of the boardroom. Instead, the recommendations would deny shareholders the right to request boards disclose those politics, in addition to denying many other long-standing rights. Read the op-ed and weep that such trash gets published in the Journal. This […]
The U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) released a paper on shareholder proposal reform, which contains a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company model more attractive.” See also the Chamber’s press release, U.S. Chamber Offers Recommendations to […]
The “Proxy Access Battlefront” has shifted once again, as reported by Ning Chiu of Davis Polk (The Proxy Access Battlefront for Next Season? SEC Staff Rejects Attempt to Exclude Proxy Access Shareholder Proposal). Chiu’s post captures the trajectory of proxy access amendment efforts. (more…)
Directors Forum 2017 in San Diego was billed as Directors, Management, & Shareholders in Dialogue. Sure, all well and good, but I went there also hoping to learn more about President Donald J. Trump. He is the subject of a huge portion of tweets, Facebook posts and much of the news, so I expected Trump to also […]
As I indicated yesterday, I have been contacted by several reporters for comments on the latest screed from the Business Roundtable seeking to muzzle the rights of shareholders. Although I have much more productive ways to occupy my time, it does make sense for me to provide at least some response, since the Business Roundtable […]
Yesterday, several reporters asked me to comment on no-action requests and the SEC’s denial to Apple, as well as the Business Roundtable’s fanciful notions regarding the need for reform of the proxy proposal process. I am reluctant to give the Business Roundtable’s proposal, Modernizing the Shareholder Proposal Process, any more ink but will just touch on one […]
Maybe the SEC would be better off hiring the Yes Men to handle their rulemaking, rather than Robert Rice as SEC counsel, which could have a chilling impact on the SEC’s whistleblower program. (see SEC Chair Mary Jo White’s first big test by Eleanor Bloxham) The Yes Men today implored the US Chamber of Commerce to reconsider their recent decision to […]
The U.S. Chamber Center for Capital Markets Competitiveness (CCMC) will hold a half-day event on Wednesday, December 5, 2012 in Washington DC to take an in-depth look at the influence of proxy advisors and the state of corporate governance in the U.S. It would be nice to get some shareowners out to at least listen and report back to […]
Investors have been urging companies serving on the Board of the U.S. Chamber of Commerce (“the Board”) to reevaluate their role on the Board. They point to a significant disconnect between the companies’ public commitment to corporate responsibility and sustainability and the Chamber’s aggressive lobbying and political spending against issues ranging from climate change legislation […]
Shareowners recognize that with more than 100 members the Chamber’s board is effectively ungovernable, leaving the door wide open for management. There are board committees on different issues, such as the environment, but committees do not govern, they recommend… A company’s obligation to its shareowners also goes beyond disclosure. Companies also have an obligation to […]
Investors recently announced filing of shareowner resolutions at several corporations with board members who also sit on the Board of the U.S. Chamber of Commerce, challenging these corporate boards to review their policies and oversight of political expenditures, especially through trade associations. The first filings are at Accenture, IBM, Pepsi and Pfizer. The filers believe […]
As I have reported previously (CorpGov Bites), CalPERS and CalSTRS are cooperating to create a database of prospective director candidates with diverse backgrounds and talents for possible nomination to boards through proxy access. At the Yale forum in June, representatives of the two funds led a workshop aimed at developing a questionnaire to be used […]
“Bank of America persuaded the SEC to drop “proxy access” provision as they negotiated a $150 million settlement of a lawsuit tied to the takeover of Merrill Lynch & Co… The U.S. Chamber of Commerce, which represents more than 3 million companies, has said “activist shareholders” would use proxy access to hijack elections to pursue […]
“For the first time in recent history, the lobbying, grassroots and advertising budget of the U.S. Chamber of Commerce has surpassed the spending of the national committees of BOTH the Republican National Committee and Democratic National Committee,” begins The Corporations Already Outspend The Parties, the Atlantic, 2/1/10. And, of course, that is before the decision […]