Indexed Investments and “The Problem of Twelve”

John Coates has a thoughtful paper on the legal and economic challenges of “the problem of twelve,” the prospect of a majority of shares in public companies being managed by just twelve entities, in effect twelve people. [T]he rise of indexing presents a sharp, general, political challenge to corporate law. The prospect of twelve people…

Main Street Investors: Now They’re Just Desperate (Are There Too Few IPOs?)

The Main Street Investors Coalition can no longer argue that they have any connection to Main Street or investors as we have repeatedly made clear in articles, news stories, blog posts, and responses to their tweets, that they are a fake dark money front group funded by corporations, including the National Association of Manufacturers, and…

California Bill Pushes Board Diversity

Yesterday, the California Assembly passed Senate Bill 826, which requires that companies headquartered in the state which are traded on a major stock exchange have women on their boards. If the bill is signed by Governor Brown, companies with their principal executive offices located in California will face monetary penalties if they do not have…

Critique of Warren Proposal on Corporate Accountability

Denise Kuprionis analyzes Senator Warren’s proposal for federal charters of large corporations on the Conference Board corporate governance blog. She finds a number of its provisions are already covered or counterproductive. An excerpt: Perhaps a better answer than the ACA is to better promote benefit corporations as an option for companies. Then to determine and…

Fidelity Votes No on GE Pay

Some Fidelity Investments funds voted this spring to oppose the compensation received by General Electric Co. CEO John Flannery and other top GE executives, according to regulatory filings published last week…. Fidelity was in the minority on the pay question. Among GE shareholders, “yes” votes outnumbered “no” votes by a more than 10-to-1 margin. Boston…

Walden Asset Management and CalSTRs Ask NAM Members Why They Support Main Street Investors Coalition

Walden Asset Management released this statement today: Investors led by Walden Asset Management and the California State Teachers’ Retirement System (CalSTRS) called on 45 companies sitting on the Executive Committee and Board of the National Association of Manufacturers (NAM) to end the trade association’s attacks on shareholders. The investors’ letter asks the companies to distance…

EY: “We Can’t Afford to Remain Silent” on ESG

“We don’t want to be outside the room complaining.” Mark Weinberger, chairman and CEO of global professional services firm Ernst & Young, explains to Fortune why it is vital for business leaders to be engaged with clients, government, and each other on issues like human rights and climate change. “If you remain silent when important…

Letter to the SEC Urges Protection of the Right to Bring Shareholder Lawsuits

133 state and national entities have written to SEC Chair Jay Clayton urging him to protect the right of shareholders to sue corporate management in court and not restrict them to binding arbitration. The full text of the letter is attached below. Arbitration letter 08.21.18-Updated-SEC-Sign-on-Letter-Forced-Arbitration An excerpt: The 133 under-signed organizations work on behalf of…

Support for Senator Warren’s Accountable Corporations Act

Leading scholars and practitioners have written to endorse Senator Elizabeth Warren’s proposed Accountable Corporations Act. Dear Senator Warren, We are a group of long-term scholars and practitioners of the law, finance, and economics of corporations and other business entities. We write you now in support of your Accountable Capitalism Act. We believe legislation along these…

SEC’s New Roundtable on the Proxy Process

  The SEC is scheduling another roundtable on proxy voting — we note the inclusion of matters suggesting the influence of the corporate-funded, lobbyist-led, climate change denying Main Street Investors Coalition, which makes us concerned that the goal of this effort is suppression of votes by institutional investors. The SEC statement: Chairman Jay Clayton July…