Corporate Governance

Publications

, Law360
Proxy Advisers Should Be Designated ERISA Fiduciaries
Bernard Sharfman

Senate consideration of Eugene Scalia for Secretary of the U.S. Department of Labor has reignited questions about how the department will revise its fiduciary rule after the 2016 rule was vacated by…

, Financial Times
Fund managers are the agents of shareholders
Alex J. Pollock

“Large institutional shareholders, notably BlackRock, State Street and Vanguard, recognise that companies must serve broader social purposes,” writes Martin Lipton (Opinion, September 18). There…

, SSRN
Now Is The Time To Designate Proxy Advisors As Fiduciaries Under Erisa
Bernard Sharfman

Now is the time to designate proxy advisors as investment advice fiduciaries under the Employee Retirement Income Security Act of 1974 (ERISA). Such a designation is not only necessary to correct…

, 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…

The Demonization of Dual Class Shares
Bernard Sharfman

Why have some corporate governance scholars (here, here, and here) advocated for imposing various sunset provisions on dual class shares?  After all, dual class share structures are simply the…