Shareholder Primacy

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.

Mike talks with Matt Moscardi of Free Float Analytics about what shareholders should and do look for in director candidates, and how to use advanced data and modeling to identify good and bad directors.

Ann and Mike talk about what we mean when we look at corporate purpose, and how a shareholder lawsuit at META illustrating the debate on corporate purpose met its end in Delaware. They also talk about another angle on corporate purpose and climate change, as XOM sued ESG shareholders to stop their efforts to define corporate purpose using climate change proposals.

Mike talks with Ben Bates of Harvard Law School about his analysis of advance notice bylaws, including the enviable dataset he built, why trends in advance notice bylaws make life harder for activists, and how activists and regulators might respond.