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…

Doug Chia: Love (of Shareholder Democracy) in a Time of Corona

Doug Chia on his Soundboard Governance blog writes about annual meetings in the time of COVIC-19. I have to push back hard on my friends in the corporate governance community who are advocating for hybrid annual meetings as the floor of how to mitigate the risks and fears of the spread of Covid-19. We always…

VEA’s Second Supplemental Comment to the SEC on Proposed Proxy Advisor Rule

A second supplemental comment, reflecting new information and responses to some of the other comments: 1. Further Evidence that Corporate Claims of Zombie “Robo-Voting” are Bunk: We have noted previously that assertions that fund managers “robo-vote” are unsupported and contrary to the data. The findings of a new study by Lily Tomson of ShareAction prove…

Executive Pay for Luck: New Evidence Over the Last 20 Years

Per the Wall Street Journal (May 17, 2019), when it comes to CEO compensation at big companies, “the best performers got big pay and big raises […], but the laggards didn’t do much worse.” The data underlying the central argument of that article pointed to a year-on-year rise in median compensation for S&P 500 CEOs…

The Illusory Promise of Stakeholder Governance by Lucian A. Bebchuk and Roberto Tallarita

orporate purpose is now the focus of a fundamental and heated debate, with rapidly growing support for the proposition that corporations should move from shareholder value maximization to “stakeholder governance” and “stakeholder capitalism.” This Article critically examines the increasingly influential “stakeholderism” view, according to which corporate leaders should give weight not only to the interests…

BlackRock’s Vow for Greener Planet to Get First Real-World Test – Bloomberg

Fink, who built the company from a mortgage-bond specialist into the largest asset manager in the world, has a crew of just a few dozen to prod the thousands of companies in BlackRock’s $7 trillion of funds to toe a more environmentally friendly line. With the annual proxy season set to kick off in earnest next month, when shareholders get…

Sparks Fly in Comments on SEC Proxy Advisor Proposals — Bloomberg

The notice and comment process for SEC rulemaking typically generates turgid prose and repetitive argument. That is definitely not the case with regard to the comments on the SEC’s proxy advisor proposals. Corporate governance expert Nell Minow stated that the rules as proposed would “undermine a crucial element of accountability to shareholders by severely hampering…