Shareholder Primacy

2026 Predictions with Matt Moscardi + Damion Rallis of the Proxy Countdown podcast

Mike and Ann dive into the hustle and bustle of activist work, especially during the year-end rush. They explore the three-year timeline of activism, detailing everything from analysis to results. December's significant role is highlighted, tied to fiscal year ends and proxy planning. Ann discusses strategies like targeting directors and using bylaw amendments as pressure tactics. They also touch on how boards detect activist presence and the implications of recent SEC policy changes. ESG activism concerns and its unique calendar are also examined.

Ann and Mike delve into the evolving landscape of proxy advisors amidst legal pressures. They discuss how ISS and Glass Lewis are adapting their business models and the implications for shareholder activism. Insights include the shift from blanket recommendations to customized policies and the growing importance of analytics. The conflict between companies and proxy advisors over executive compensation comes to light, alongside the anticipated resilience of these firms in catering to loyal clients. Other topics encompass regulatory scrutiny and the impact on activism in corporate governance.

Mike talks with attorney Kyle Pinder about his research about shareholder proposals under Delaware law.

In a thrilling battle for MetSera, Pfizer and Novo Nordisk engage in a fierce competition driven by the value of GLP-1 drugs. The discussion delves into intricate deal structures, including cash-plus-contingent-value-right offers typical in pharma M&A. Antitrust risks loom large, with regulatory implications complicating Novo's bid strategy. The hosts dissect the legal maneuvers, and lawsuits, and unravel how litigation pressure forced Pfizer to elevate its offers. Ultimately, they ponder who emerged victorious and what lies ahead for MetSera and its shareholders.

Ann and Mike talk about the relationship of federal and state corporate law.

Ann and Mike talk about universal proxy after three years

Ann and Mike talk about SEC Chair Atkins’ speech before the Weinberg Center about shareholder proposals and their relation to Delaware law

In this discussion, hosts delve into the complexities of majority vote standard proposals and bylaw amendments. They explore Duke Energy's struggle with high charter amendment thresholds, highlighting the history of repeated shareholder initiatives. The hosts clarify the difference between precatory and binding proposals and analyze the motivations behind boards stalling shareholder-driven changes. They offer insights into the legal landscape surrounding bylaw amendments and suggest strategies for strengthening shareholder influence. A captivating exploration of corporate governance dynamics!

Ann and Mike talk about M&A litigation in a recent important case and whether corporations are people