The underlying theme of this Article is that the Big Three investment advisers to index funds (BlackRock, Vanguard, and State Street) need to be understood as agents of those who invest in the mutual funds and exchange traded funds they manage. They are not institutional investors, the role...

With less than $40 million worth of ExxonMobil common stock in hand, but with $30 million to spend, Engine No. 1 executed a proxy fight that succeeded in getting three of its four nominated directors elected to the board of ExxonMobil. This victory was viewed as a success by environmentalists...

As a result of the financial crisis of 2008, the employment compensation policies and decisions of Wall Street corporate boards have come under close scrutiny. Specifically, the willingness to approve company-wide compensation plans that resulted in the paying out of billions of dollars in...

The board of directors of a public company is only responsible for a relatively few of the almost infinite number of decisions that are made at a public company over any period of time. Yet, when a corporate board does make a decision, for example, the appointment of a chief executive officer or...

It has been over seven years since the public was first made aware that Enron (or the quot;Companyquot;) was a troubled firm, ultimately doomed to bankruptcy and much litigation, both civil and criminal. Yet, the Enron debacle continues to fascinate researchers and the general population alike....

The SEC's proxy process review has so far led the SEC to approve two separate releases regarding proxy advisors. The focus of this comment letter is on the guidance provided in one of those releases, Release No. IA-5325 (Release). This guidance identifies, under the Investment Advisers Act of...

The Securities and Exchange Commission's (“SEC” or “Commission”) recent staff roundtable on the proxy process, and its resulting guidance, interpretation and proposed rules on limiting the use of shareholder proposals, regulating proxy advisors and their creation of shareholder voting...

The SEC's recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice is an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies and the deficiencies that this problem creates in the...

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 long standing concerns, but also to make sure voting recommendations are in compliance with the sole...

The Department of Labor (“DOL”), through its administration of ERISA, has a critical role to play in the regulation of employee pension benefit plans. Most importantly, the DOL is tasked with enforcing the fiduciary duties of ERISA plan managers. Under ERISA, plan managers owe the strictest...