Please find attached the slides I presented at the George A. Leet Symposium on Nov. 6, 2020. I am going to be revising my white paper, "The Conflict between Blackrock's Shareholder Activism and ERISA's Fiduciary Duties" based on these slides. This revised version will then be published in the...

To combat the “proactive” agency costs of agency capitalism, this Article proposes that the United States Securities and Exchange Commission (“SEC” or “Commission”), in whatever form it deems appropriate, require mutual fund advisers to disclose, under the Proxy Voting Rule, their...

Offensive shareholder activism (more commonly known as hedge fund activism) can be understood as a corrective mechanism in the governance of a public company. The legitimacy of offensive shareholder activism as a corrective mechanism is based on numerous empirical studies that have found this...

Under an Arrowian framework, centralized authority and management provides for optimal decision making in large organizations. However, Kenneth Arrow also recognized that other elements within the organization, beyond the central authority, occasionally may have superior information or...

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 particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that...

When investment funds track the S&P 500, the index becomes more than just a list of 500 companies. The focus then turns to the financial and regulatory issues that arise from the discretionary decision-making of the Index Committee that governs the S&P 500. The discussion of these issues and...

It is important to recognize and accept that when we talk about Environmental, Social, and Governance (“ESG”) investing under ERISA, it is the fiduciary duties of plan managers to which our discussion is directed. It is not the desires of those who advocate for an increased use of ESG...

This comment letter to the SEC's staff roundtable on the proxy process requests the SEC to provide investment advisers with a liability safe harbor under the Investment Advisers Act of 1940 when using board voting recommendations in voting their proxies as long as their clients do not prohibit...

The focus of this Article is on the agency costs that may be created by the empty voting of investment advisers to index funds and how they can be mitigated so as to protect the value of private employee pension benefit plans. This Article focuses on BlackRock because it has taken a leadership...

In March of 2021, Allison Herrin Lee, then Acting Chair of the Securities and Exchange Commission (SEC), requested public input on expanding climate change disclosures. In May, Commissioner Lee argued that the SEC had broad authority to require such disclosures, even if the disclosures are...