Corporate control and director say-on-pay

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.

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.