Corporate Governance

Publications

, 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.”…

, Liberty and Law
Senator Warren: America’s newest corporate raider?
Philip Wallach

Last week, Senator Elizabeth Warren (D-Mass.) introduced the Accountable Capitalism Act, a fully drafted plan that would introduce federal supervision of the country’s large corporations and…

, Conference Board Blog
Dual class share voting versus the “empty voting” of mutual fund advisors’
Bernard Sharfman

From time to time I am asked to explain how I can support the disproportionate voting found in dual class shares while at the same time strongly criticizing the “empty voting” of mutual fund…