Shareholder Primacy – Details, episodes & analysis

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.