Corporate Governance

Publications

, Real Clear Markets
From Across the Atlantic, Guidance for SEC’s Oversight of Proxy Advisors
Bernard Sharfman

Over the past year, the U.S. SEC has been engaged in a thorough review of the entire proxy process, including the shareholder voting recommendations provided by proxy advisory firms such as…

, The Conference Board
On Governance: From Across the Atlantic, Guidance for the SEC’s Oversight of Proxy Advisors
Bernard Sharfman

Over the past year, the U.S. SEC has been engaged in a thorough review of the entire proxy process, including the shareholder voting recommendations provided by proxy advisory firms such as…

, Real Clear Markets
Beware a Proxy Advisor’s M&A and Proxy Contest Advice
Bernard Sharfman

Shareholder voting on proxy contests and mergers & acquisitions (“M&A”) are of critical importance to investors.  In these types of votes shareholders are being asked to…

, Wall Street Journal
Asset Managers Should Not Vote Shares They Don’t Own
Alex J. Pollock

“Maybe it is time for the SEC to require index funds to poll their investors and vote their shares only as specifically directed,” say Phil Gramm and Michael Solon (“Enemies of the Economic…

Time-Based Sunsets and the Problem of Early Unifications of Dual-Class-Share Structures
Bernard Sharfman

I am responding to the Council of Institutional Investors’ (“CII”) request that the NASDAQ Stock Market (“NASDAQ”) amend its listing standards to require companies seeking to go public…

How to Enhance the Value of Shareholder Voting Recommendations
Bernard Sharfman

In a new article, I discuss how investment advisers like Blackrock, State Street, and Vanguard, can become adequately informed prior to voting their proxies without having to read massive…

Proposed New Disclosures for Mutual Fund Advisers
Bernard Sharfman

According to the Securities and Exchange Commission (SEC) release establishing the Proxy Voting Rule, an investment adviser “is a fiduciary that owes each of its clients duties of care and loyalty…

Submission in advance of Staff Roundtable on the Proxy Process (Proxy Advisors)
Bernard Sharfman

This submission is in response to Chairman Clayton’s July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in…

Submission in advance of SEC Staff Roundtable on the Proxy Process
Bernard Sharfman

This submission is in response to Chairman Clayton’s July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in…

The agency costs of agency capitalism and corporate law
Bernard Sharfman

The Main Street Investors Coalition is the first organization trying to deal with a relatively new phenomenon that Ronald Gilson and Jeffrey Gordon call the “agency costs of agency capitalism.”…