Ricardo Jiménez Hernández
-
From shareholder to managerial capitalism: how proxy firm regulation and 14a-8 reform will define IR in 2026
Proxy advisor reforms will put more emphasis on board operations In October 2025, Tesla CEO Elon Musk deployed provocative language characterizing proxy advisors as ‘corporate terrorists’ followingISS’s recommendation that shareholders reject his proposed $1 trn compensation package. Musk argued that ISS and Glass Lewis ‘have no actual ownership themselves’ yet effectively control corporate governance outcomes through their recommendations to investors. This identifies a genuine agency problem: proxy advisors bear no economic consequences from their recommendations. JPMorgan Chase CEO Jamie Dimon in his 2024 annual shareholder letter and subsequent public statements, characterized proxy advisors as ‘incompetent’. Dimon cited three fundamental failures:…
-
Where were the directors? Why investors want to know how boards act in a corporate scandal
How much blame does the board bear when corporate wrongdoing comes to light? When a corporate scandal breaks, the first question investors ask isWhere were the directors?This phrase was coined by Peter Dey in 1994 when he leda report on how to improve corporate governance practicesat Canadian listed companies. Corporate scandals have always existed and many stem from weak corporate governance, often caused by a lack of communication, insufficient internal controls or a very lax attitude towards potential problems. In 2024, the US administration criticized Boeing’s board forfailing to adequately supervise the safety procedures of its aircraft, following several accidents…