Dark Money: It’s Time for Boards and Institutional Investors to Act on Racial Justice

Bruce Freed of The Center for Political Accountability and Eleanor Bloxham of The Value Alliance have an important op-ed in Barron’s about the long-standing opposition of the Big 3 institutional investors – BlackRock, Vanguard and Fidelity — to shareholder resolutions calling for disclosure of political disclosure and the connection to corporate political spending that has…

Shareholder Proposals Shaking Up Shareholder Say

First, shareholder power related proposals in American companies are essentially closing the gap in substantive shareholder power that existed between the United States and Europe. In the past fifteen years, shareholders have successfully made proposals in individual American corporations to de-stagger the board, to elect directors by majority instead of plurality vote, to allow shareholders…

A Successful Season for SASB-Based Shareholder Resolutions

Timed to the 2020 Annual General Meeting (AGM) season, shareholder advocacy non-profit As You Sow filed seven shareholder resolutions, on behalf of individual proponents, that specifically requested material disclosure compliant with environmental and social corporate reporting standards published by the Sustainability Accounting Standards Board (SASB). SASB standards are explicitly designed to reflect financially material aspects…

Supplemental Comments on SEC Proposed Rules: Proxy Advisors and Shareholder Proposals

ValueEdge Advisors has submitted two more supplemental comments on the SEC’s proposed rules on proxy advisory firms and shareholder proposals. We are grateful to James McRitchie for giving us permission to include his excellent research on the support for governance-related shareholder proposals. The full text of both comments are linked below. SEC supplemental comment on…

ATT Uses COVID-19 To Silence Shareholder

There is simply no excuse for not allowing a shareholder to speak on behalf of his proposal at an annual meeting, whether in person or virtual. A letter from ATT to the shareholder who submitted a shareholder proposal: To protect our stockholders during the current COVOID-19 pandemic, AT&T Inc. has changed the location of the…

Shareholder Proposals 2019—ESG No-Action Letter Trends and Strategies

Shareholder proposals relating to ESG matters are frequent targets for exclusion by companies, and based upon a survey of the no-action letters submitted during the 2019 proxy season, this trend continues. Over 40% of the no-action letters we reviewed for the 2019 proxy season related to a variety of ESG matters, and the arguments and…

SEC Comment Word Cloud

Columbia Law School’s Blue Sky Blog has mapped the comments on the SEC’s proposed rules on proxy advisors. This post offers a helpful tool, in the form of a computational textual analysis of the submitted comments to the proposed rule change. While by no means a substitute for deeper analysis, this type of computational analysis…

SEC’s proxy proposal: Who would benefit? – MSCI

Ric Marshall of MSCI writes: The SEC is considering a proposed rule that would curb the ability of small individual investors — so-called “nuisance investors” — to propose shareholder resolutions on corporate proxies. We found that many proposals authored by small individual investors won substantial support from 2015 through 2019. More than half of all…

Senators Tell the SEC to Withdraw the Proposed Proxy Rules

Senators Richard Durbin, Sherrod Brown, Brian Schatz, and Jack Reed have written to SEC Chairman Jay Clayton to object to the proposed rules on proxy advisors and proxy proposals in the strongest terms. The full letter is below. An excerpt: The SEC fails to make a credible argument that errors in proxy advisor reports justify…