Shareholder Primacy

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

Mike talks with Francine McKenna, writer and lecturer on public accounting, on current issues and controversies in accounting and corporate governance.

Mike talks with Andrew Droste of Columbia Threadneedle about leading corporate governance at a prominent investment fund.

Prof. Joe Grundfest, a legal expert from Stanford, teams up with Joel Fleming, a seasoned attorney specializing in Delaware litigation. They dive into the complexities of contingency fees in Delaware, exploring why these fees are significantly higher than in federal courts. The discussion highlights the implications of proposed legislative changes and scrutinizes the balance of attorney compensation versus client interests. They also emphasize the unique dynamics of Delaware’s legal system, which leads to more trials and offers insight into high-profile litigations like Enron.

The hosts humorously discuss the contrasting climates of New Orleans and Colorado before diving into the intense dynamics between activists and companies. They examine clever strategies both sides employ, showcasing legal implications and challenges. The dialogue reveals insights on closed-end funds, activist investors' tactics, and corporate governance struggles. With a focus on WEX, the episode highlights the tension between shareholder dissatisfaction and corporate management, illustrating how effective communication can drive meaningful change.

Mike talks with Brian Highsmith at Harvard Law School about company towns and the connection to corporate governance.

This discussion dives into Texas's evolving corporate governance landscape, challenging Delaware's dominance. Recent legislative changes may reshape shareholder rights and corporate operations. The hosts explore the implications of new laws affecting shareholder proposals, raising engagement hurdles. They also critique the complex regulations surrounding proxy advisors and the attention on ESG factors. The episode highlights Texas's attempts to navigate intricate governance issues, including conflicts with federal laws and the effects on out-of-state corporations.

This discussion dives deep into the tangled world of earnout disputes in mergers, including a landmark Delaware case that highlights key legal complexities. It explores how changing interest rates have increased the significance of earnouts, along with their potential pitfalls and litigation risks. A particularly gripping analysis of Johnson & Johnson's challenges with a healthcare acquisition underscores the critical nature of precise contractual language. The episode also humorously examines the evolving role of proxy advisors and their impact on corporate governance.