Shareholders Bring Gun Safety Issues to the Boardroom

The post-Parkland move to bring the United States to the sensible gun safety rules adopted by other countries has now moved from protests and politics to where the money is, the corporate executives and directors who run the companies that manufacture and sell guns and determine the millions of dollars the NRA spends on political…

Activist/Impact Investing: Zevin Asset Management

Zevin Asset Management issued a new report about its activist initiatives.  An excerpt (emphasis added): When Congress failed to respond to the mass shooting in Parkland, Florida, the conversation shifted to whether financial companies would act to address risks. In March, Zevin Asset Management joined with other investors to denounce gun violence and define the…

ICCR Proxy Proposal Voting Guide 2018

ICCR’s proxy voting guide is an essential resource, with information on all of its members’ shareholder resolutions for the 2018 proxy season. They include 61 resolutions on climate change, 57 on inclusiveness/diversity, 45 on lobbying and political contribution disclosure, 26 on human rights/trafficking, 25 on corporate governance, 23 on environment/sustainability, 12 on health, 8 on…

Do “Golden Leashes” Conflict with Directors’ Fiduciary Duty?

Some activist shareholders want to make side payments to the directors they put on boards. Is that good or bad for the other shareholders? Gregory H. Shill writes: Traditionally, activist hedge funds identify a company ripe for improvement, acquire a toehold position in the company’s stock, and then launch a campaign to convince shareholders to…

At BlackRock, Vanguard and State Street, ‘Engagement’ Has Different Meanings – WSJ

Sarah Krause writes in the WSJ about large institutional investors’ differing views of “engagement,” noting that they also differ on their analysis of particular engagement/activism opportunities. The biggest passive money managers all like to use some version of the word “engage” when describing how they hold their portfolio companies accountable behind the scenes. They differ on…

Do Activists Turn Bad Bidders into Good Acquirers?

A new paper documents the beneficial impact of activist investors in optimizing corporate transactions. In our new working paper, Do Activists Turn Bad Bidders into Good Acquirers?, available on SSRN, we uncover a new role of activists in the market for corporate control. We present evidence that activists curb incentives to engage in empire building…

The Legal Validity of Oral Agreements with Activist Investors

This one reads like a law school case study. In the 21st century, it is highly unusual that parties, especially adverse parties, would enter into an agreement without putting it into writing. It is even more unlikely that a dispute over an oral agreement would go all the way to trial. And yet that is…

Exxon bows to shareholder demands and agrees climate change report

ExxonMobil, the US energy giant, has bowed to shareholder pressure and will publish a report on the impact of climate change on the company’s business.In a regulatory statement made yesterday, Exxon said the board had reconsidered a proposal from the New York State Common Retirement Fund, and will push ahead with a climate change statement.Exxon…

Charles Elson’s 2018 Proxy Season Predictions

Forbes’ Christopher Skroupa interviewed Charles Elson of the University of Delaware’s John L. Weinberg Center for Corporate Governance about what we can expect in next year’s proxy season: I think you’re going to see a lot more direct involvement between shareholders and directors than before – whether it’s with a non-executive chair of the board,…

Cardinal Health Agrees to Shareholder Proposals

With Cardinal Health’s surprise announcement early Monday that it will separate the roles of chairman and CEO and fill the chairman position with an independent director, the Teamsters claimed victory in their push to get the company to do that. “Cardinal Health’s announcement of leadership changes ahead of Wednesday’s shareholder meeting demonstrates the strength of…