Shareholder Primacy

Mike talks with Lauren Thomas, lead deals reporter at the Wall Street Journal, about notable activist situations, trends in activism, and what it’s like covering activism as a reporter.

Mike talks with Adriana Robertson of the University of Chicago and Slava Fos of Boston College about ways companies control and sometimes manipulate annual shareholder meetings.https://www.yalejreg.com/print/hidden-agendas-in-shareholder-voting/https://www.cambridge.org/core/journals/journal-of-financial-and-quantitative-analysis/article/distribution-of-voting-rights-to-shareholders/8A486A1652F7F8C935238F5FEA7484F3

Ann and Mike talk about the ERISA case against American Airlines, and the National Association of Corporate Directors.

The discussion kicks off with a lively take on Nasdaq's diversity rules and the humorous justifications some companies offer for not complying. Key challenges and legal opinions surrounding these mandates are explored. The importance of proxy voting in holding corporations accountable gets a thorough examination, highlighting the recent Fifth Circuit ruling on SEC authority. The dual role of proxy advisors is scrutinized, addressing their influence on corporate governance and the potential conflicts of interest as they serve both investors and companies.

Ann and Mike talk about how investors aid and abet fiduciary breaches, and about empty voting in proxy contests

Ann and Mike talk about what happened in 2024 and what’s on the horizon for 2025.

Ann and Mike talk about Chancellor McCormick’s final decision in Tornetta, refusing to give effect to the revote on Musk’s pay, and awarding attorney’s fees.

Ann and Mike talk about Delaware’s Caremark doctrine, and how it might change in the future. They also look at Broadridge and how activists can work constructively with it on their projects.

Ann and Mike talk about how Ben & Jerry’s got into an unusual governance relationship with its owner, Unilever, and how that relationship affects a recent lawsuit about selling ice cream in Israel. They also look at the economics and legal questions of buying and selling votes in corporate elections.

Ann and Mike talk about what it means for a shareholder (or executive or director) to control a public company, how control works under corporate law, and ideas to improve how to control controlling shareholders. They also look at Mike’s recent proposals on binding director say-on-pay at about a dozen US public companies.