Another controller lawsuit; proxy advisors and exec comp

Ann and Mike talk about Exxon’s proposed move to New Jersey, and pending proxy contests this year

Ann and Mike talk about EngageSmart and proxy advisors and executive compensation

Mike and Ann talk about how states have begun the process of regulating proxy advisors.

Mike and Ann talk about a(nother) Twitter securities fraud case against Musk, the latest in WBD

Mike and Ann talk about the contest for Warner Brothers Discovery between Netflix and Paramount Skydance

Mike and Matt Moscardi sort through the mailbag

Books:The Modern Corporation & Private Property, Adolph A. Berle and Gardner MeansFoundations of Organizational Strategy, Michael C. JensenExit, Voice, and Loyalty, Albert O. HirschmanCorporate Governance, Robert A. G. Monks and Nell MinowDear Chairman, Jeff GrammDisney War, James B. StewartBarbarians in the Boardroom, Owen WalkerOn Board, Jonathan F. FosterPrinciples of Corporate Finance, Richard Brealy, Stewart Myers, Franklin AllenHarvard Law School corp gov forum, The CLS Blue Sky BlogCooley memosMatt Levine at BloombergMr. CorpGov Substack - Andrew Droste at CTBusiness Law Prof BlogThe Corporate Counsel blogsecinfo.com, Boardroom AlphaEmail news letters - FT Alphaville substack, Law360 and Bloomberg Law newslettershttps://kfilings.com/Ssrn newsletterdeallawyers.comthecorporatecounsel.netcompensationstandards.com

Ann and Mike talk about the Tornetta decision and how activists recruit director candidates

2026 Predictions with Matt Moscardi + Damion Rallis of the Proxy Countdown podcast

Ann and Mike talk about what activists are actually doing at this time of the year