Shareholder Primacy

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

Ann and Mike dive into the SEC's new stance on mandatory arbitration for federal securities claims. They explore how corporate charters can impose arbitration on shareholders and discuss Delaware's role in forum selection for disputes. The duo analyzes the implications of SEC changes on IPOs and the unique relevance of Section 11 claims. Key debates include whether companies will adopt mandatory arbitration and the potential backfire effects. They highlight the consequences for shareholder enforcement and legal precedents, emphasizing the importance of litigation visibility.

Ann and Mike talk about whether companies will still need to report quarterly financials and a new ExxonMobil proxy voting plan for retail shareholders

Ann and Mike talk about Tesla (again) including the Delaware Supreme Court case challenging director compensation, and the new proposed pay package for Elon Musk.

Ann and Mike talk about Intel and answer a mailbag question about constituency statutes in Canada and the US

Ann and Mike talk about a new comp plan for Elon Musk at TSLA and ESG and anti-ESG proposals.

Ann and Mike talk about a threatened Caremark lawsuit against Paramount, and CBRL’s advance notice bylaw changes

Ann and Mike talk about Tesla’s upcoming annual shareholder meeting