Comcast: How Many More Times Do We Have to Explain One Share One Vote?

Our concerns about Comcast go back a long way. Our predecessor company, The Corporate Library (now GMI Analyst, a part of MSCI), we gave Comcast and its board a rare F rating for catastrophically poor corporate governance. If there was a lower grade than F, we would have given it to them. And if we were still grading…

CII Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures

We are writing on behalf of the Council of Institutional Investors (CII) to request that the Delaware State Bar Association propose to the Delaware General Assembly that Delaware General Corporation Law (DGCL) be amended to limit the authority of Delaware corporations listed on national securities exchanges to adopt multi-class common stock structures with differential voting…

MSCI indexes will not restrict stocks that deny shareholders a vote | Reuters

Index provider MSCI Inc (MSCI.N) said on Tuesday it would allow companies that give shareholders unequal voting rights to remain on its current equity indexes, backing down from an earlier proposal that would have reduced exposure to such companies.But MSCI, whose indexes guide hundreds of billions of dollars in assets, said it would launch a…

A huge pension fund says Facebook is like a ‘dictatorship’ – The Washington Post

VEA Vice Chair Nell Minow is quoted in this Washington Post story about institutional investors challenging Facebook’s dual class structure. Nell Minow, vice chair of the governance consulting firm ValueEdge Advisers, said it is not unusual to see several institutional investors slam a company’s practices — especially if there’s a major governance question at stake….

CII on Unequal Voting Shares and Index Funds

The Council of Institutional Investors has written an exceptionally thoughtful reply to MSCI on the issue of dual class stock and index funds, in response to MSCI’s Consultation on the Treatment of Unequal Voting Structures in the MSCI Equity Indexes. The Council of Institutional Investors (CII) is committed to the alignment of economic rights and…

Dropbox IPO is yet another corporate governance low point

John Plender writes in the Financial Times about the awful trend of dual class IPOs from managers who want to have the benefits of access to public capital but maintain the benefits of private control. The big investment institutions are losing their battle against the use of dual-class share structures. That much is clear from…