Interesting articles

December

ICYMI: 23 states file comment opposing DOL’s proposed rule that “promotes a social activist agenda over the interests of employees, retirees, and other retirement fund beneficiaries.”

BlackRock’s 2022 Executive Compensation Policies: Director Accountability for Pay-for-Performance

“Sustainable” Companies Face Increased Pressure to Justify the Sustainability Label Amid Investor Challenges and Demands for Greater Risk Assessment and Disclosure

Top CEO worry for 2022: Job security

The Most Overpaid and Underpaid Boards

Four Delaware rulings from 2021 that could shape M&A litigation

Some Thoughts for Boards of Directors in 2022

Every CEO Should Follow Mark Zuckerberg’s Stock-Trading Example

Milwaukee Bucks owner Marc Lasry airballs his first activist investor bid

Activist hedge fund furious after ‘juvenile’ attack by activist investors

Statement of Commissioner Elad L. Roisman

2022 Proxy Advisor Policy Updates

SEC Resets the Shareholder Proposal Process

CLIENT ALERT: SEC Proposes New Rules That Would Require Disclosure of Security-Based Swap Positions Within One Business Day of Exceeding Reporting Threshold

Activist investing: forget hedge funds, leave it to private investors

BlackRock updated its 2022 voting policies, with a summary and detail, and analysis from Alliance Advisors and The Corporate Counsel

ISS Announces 2022 Benchmark Policy Updates

Analysts ponder whether activist fund Elliott is more in need of a ‘shake-up’ than the firms it invests in

Monks and Minow Comment to DOL/EBPA on Pension Fund Fiduciary Proxy Voting and ESG

Activist Insight interviews 85 year-old Carl Icahn – “We’re not going away”

Drinks With The Deal: Eduardo Gallardo of Gibson Dunn

Engine No.1 CEO Jennifer Grancio on the firm’s new approach after winning the battle against Exxon

When Companies Fire Their Auditors, Timing Is Clue to Future Trouble

Voting Matters 2021: Are asset managers using their proxy votes for action on environmental and social issues?

SEC Open Meeting: Buybacks Disclosure & Insider Trading on Agenda for Next Wednesday!

ISS Announces 2022 Benchmark Policy Updates

Startup helping retail investors wage activist campaigns against Apple and JPMorgan raises $10 million

How to Lose $2 Billion in 10 Years: Unpaid Bills Pile Up for Former Hedge-Fund Star

ESG Investing Poses No ‘Significant’ Cost to Investors

Here’s One Way Shareholders Can Get Companies to Act on Global Warming

November

CLIENT ALERT: Delaware Chancery Court Decision Highlights Newfound Importance of Delivering Nomination Notices Well Ahead of Advance Notice Deadlines

SHAREHOLDER ACTIVISTS SUE CALIFORNIA OVER RADICAL BOARD OF DIRECTOR RULES

Engine No. 1 Expects More Activist ESG Campaigns

Pros & Cons For Dual-Class Shares

Are Electric Vehicles Meme Stocks or Long-Term ESG Investments?

Right-Wing ESG Fund Touts First Year Results

The Intrinsic Futility of ES(G) Investing

VOTE: ESG Activism in an ETF

Shareholder Proposals: Staff Legal Bulletin No. 14L (CF)

Politan Capital Management Has Roughly $900 Million Stake in Centene

BlackRock hires Joele Frank’s Roe as stewardship head for the Americas-memo

Shareholder Proposals: Staff Legal Bulletin No. 14L (CF)

Boom Or Kaboom? M&A Is Hitting Records – But Some Activists ‘Just Say No’

ISS Launches Open Comment Period for 2022 Proposed Benchmark Voting Policy Changes

Chris Hohn: from hedge fund moneymaker to climate crusty

New essay by me: The Three Faces of Control. And, also, a new paper by Hamermesh, Jacobs, and Strine that is really required reading.

The Surprising Reason That
Allocators Are Embracing ESG

Stockholder Nominees Barred For Noncompliance With “Clear Day” Advance Notice Bylaw

ISS ESG Launches Collaborative Engagement Services

SEC Adopts New Contested Election Rules

SEC Staff Issues New Shareholder Proposal Guidance, Rescinding 2017-2019 Guidance

SEC proposes to undo key provisions of 2020 proxy advisory firm rules

Shareholders Begin to Discuss Fairness in Proxy Voting Guidelines

Shareholder Proposals: Staff Legal Bulletin No. 14L (CF)

Loews: Court Awards Former Boardwalk Unitholders $690 Million >L

Activist investors raise bets on retailers and other consumer cyclicals-filings

Of Owners and Ownership

Debate: Is ‘Woke Capitalism’ A Threat To Democracy?

A Win for Environmental and Social Shareholder Proponents? Corp Fin Issues SLB 14L, Rescinding Prior SLBs on Economic Relevance and Ordinary Business Exclusions

Engaging with State Street Global Advisors

Have you reviewed your bylaws lately?

The SEC Backs Off on Proxy Advisory Firms

October

CLIENT ALERT: BlackRock’s Recent Move to Transfer Voting Power to its Institutional Investors Could Benefit Shareholder Activists in Election Contests

11 CFO tips for riding the rising tide in ESG activism

Advance Notice Bylaws: Caution Required

Glass Lewis Launches Equity Plan Advisory Service

Today’s Tech Founders Don’t Just Own the Company. They’re Also Getting Huge Pay Packages

Manufacturers Fight SEC’s About-Face on Proxy Advisory Rule

US DEPARTMENT OF LABOR PROPOSES RULE TO REMOVE BARRIERS TO CONSIDERING ENVIRONMENTAL, SOCIAL, GOVERNANCE FACTORS IN PLAN MANAGEMENT

ESG, Diversity & Activism with Olshan’s Elizabeth Gonzalez-Sussman

“Queen of Good Corporate Governance” Nell Minow on the Best of Times and Worst of Times of Capitalism

Shareholder activism is evolving—is your board ready?

Director Pay Trends 2021

Chancery Court bars dissident director nominees from the ballot for advance notice non-disclosure

Activist Investors: Setting the Pace on ESG

Getting heard on climate: small investors take on big companies

Corporate Lawyers Discuss The Accuracy of Succession and The Roy Family’s Brewing Legal Battle

Manufacturers Fight SEC’s About-Face on Proxy Advisory Rule

Robinhood’s New Proxy Platform Battles Investor Apathy

In corporate crackdown, U.S. SEC takes aim at executive pay

Navigating the Landscape of ESG-Related Shareholder Litigation

SEC reopens comment period for its Dodd-Frank clawback rule

Employee Ownership 2022 Proposals

Roundup of Director Overboarding Policies