Shareholder Primacy

Dive into the intricate world of SEC Forms 13D and 13G, where the latest revisions are shaking up activist investing. Discover the historic and strategic implications of corporate disclosure regulations. Explore ownership threshold complexities and how large asset managers navigate these rules. Delve into the friction between corporate governance bylaws and board dynamics. Finally, uncover the challenges facing institutional investors in shareholder engagement amidst evolving regulations.

Mike and Matt Moscardi talk about what activists, companies, and shareholders can expect at annual meetings in the coming 2025 proxy season.

Ann and Mike talk about companies staying private, and about investor apathy

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.