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 a recent landmark case in Delaware addressing a shareholder's control over a board, what Delaware courts thought of that influence, how Delaware changed its statute to respond, and what it all says about Delaware as a corporate domicile. They also look at changes and trends in advance notice bylaws and how those trends affect activist investors.

Ann and Mike talk about the Tesla exec comp case, and how the shareholder vote to ratify Elon Musk’s pay plan might or might not change minds in Delaware. They also look at developments in the universal proxy card rule, and how it has changed proxy contests in the past two years.

You can find more about Ann and Mike, too.

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.

We have some interesting things we can talk about regarding the SEC’s climate change rules. And, we talk about the ongoing drama between Pfizer and Starboard Value.

Ann and Mike talk about one-person special board of director committees, why they aren’t as odd as they sound, and why boards even need them. They also talk about how shareholders like Mike think about selecting companies for activist projects, and the process they go through to escalate a project at a portfolio company.

Ann and Mike talk about a couple of recent cases that illustrate developments in both what the courts think, and what Congress and the SEC think, about how shareholders can and cannot sue companies for fraud. They also talk about the other big compensation case at Tesla, the one involving the Tesla Board of Directors.

Ann and Mike talk about corporate domiciles, how at least one company handles its desire to move from Delaware to Nevada, and what Delware and Nevada think of that. They also look at a fascinating situation where shareholders take a different path to submitting proposals for annual meeting votes.

Mike talks with Matt Moscardi of Free Float Analytics about the current proxy season, including what we’ve seen so far along with some interesting activist situations that have developed

Mike talks with Nell Minow of Value Edge Advisors about her long and illustrious work in corporate governance and activism, and her views on current questions and controversies

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.

Ann and Mike talk about the decision striking the Nasdaq diversity rules, and about ISS and Glass Lewis’s consulting services.

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 a securities lawsuit against Musk concerning his acquisition of Twitter, and the Certificate of Bad Corp Gov.

Ann and Mike talk about how the statute amendments in Delaware, and the impact on companies, activists, shareholders, and the state itself.

Ann and Mike talk about how companies count their investors, and withhold the vote campaigns.

https://www.businesslawprofessors.com/2024/10/openai-stuff/

https://myemail.constantcontact.com/Yes--Vote-No--Maybe---.html?soid=1102906894819&aid=Cuxt8c1JmtI

Mike talks with Sarah Haan of Washington & Lee School of Law, about the connections between shareholder democracy and civic democracy, and how they inform our understanding of current trends in activist investing

Mike talks with Jeff Gramm of Bandera Partners about his fund, his book Dear Chairman, and activist investing these days.

Ann and Mike talk about prospective changes to Delaware corporation law, and the impact of these changes on activists, companies, shareholders, and the state of Delaware itself.

Ann and Mike talk about the revisions to the rules about how investors disclosure their intentions on SEC Forms 13D and 13G, and the implications of these revisions for activists, shareholders, and companies.

https://wowlw.com/Article/Index/30?utm_campaign=Corporate&utm_content=Link&utm_medium=social&utm_source=LinkedIn

https://www.gibsondunn.com/passive-aggressive-investor-significant-new-sec-staff-interpretive-guidance-on-schedule-13g-eligibility/

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