Shareholders & Activism

Resolution supported by almost 40 percent of votes cast A shareholder proposal seeking insight into Goldmans Sachs’ lobbying activities garnered substantial – though not majority – support at the bank’s AGM last week. According to an SEC filing, 39.4 percent of votes cast at the April 24 meeting backed the proposal, a level of support governance professionals generally regard as significant. Essentially the same proposal attracted 35.6 percent of votes at last year’s AGM. The resolution, filed by John Chevedden and Oblate International Pastoral Investment Trust, asks that Goldman Sachs prepare a report each year disclosing: ‘Company policy and procedures…

Jill Ratner has also worked at 21st Century Fox Sony Pictures Entertainment (SPE) has hired Jill Ratner as executive vice president and general counsel, effective May 28. Ratner will join Sony Pictures from The Walt Disney Company, where she has been deputy general counsel since 2019. At Disney, she has global responsibility for the company’s litigation, intellectual property (IP) and digital anti-piracy functions and leads legal support for the company’s social responsibility operations. According to an SPE announcement, her experience includes copyright, trademark, First Amendment, contract disputes, employment, antitrust, securities and class action matters. In her new role, Ratner will…

Wherever you look, shareholder activism is on the rise. As a recent study by Diligent uncovered, 2023 saw situations reach a four-year global high, with almost 1,000 companies subjected to activist demands publicly. Yet if this trend is set to continue – nearly a quarter of Russell 3000 companies disclosed the potential for activism in their 10K reporting – executives must equally understand the precise threats they’re likely to encounter. In practice, these risks are largely dependent on location. From environmental campaigns becoming more prominent in the US to governance reforms in Asia, these vary significantly, and leaders must grasp…

Resolution calls for board and management to set ‘wage policies that are consistent with fiduciary duties’ Walmart investors appear set to vote on a proposal aimed at the company’s wage policies after the SEC declined to give it the green light to exclude the measure from its proxy statement. The proposal, filed by The Shareholder Commons (TSC) on behalf of Legal & General Investment Management America, requests that Walmart’s board and management ‘exercise their discretion to establish company wage policies that are consistent with fiduciary duties and reasonably designed to provide workers with the minimum earnings necessary to meet a…

Michelle Leder of footnoted* on her approach to examining filings, the numbers she always reads and why companies should just lay their cards on the table ‘I’m like the queen of Edgar, the Kim Kardashian of SEC filings,’ says Michelle Leder, author and founder of footnoted*. She might be joking but Leder has dug through thousands upon thousands of US company statements over the past two decades. She’s one of a number of people who pore over SEC filings not just because it’s their job but also because they love finding the interesting numbers tucked away in a company statement…

This week’s governance, compliance and risk-management stories from around the web – Reuters (paywall) reported that a conservative federal appeals court judge argued that judicial policymakers wrongly gave in to political pressure to curtail ‘judge shopping’ with a policy change that would deter right-leaning litigants from steering cases to preferred judges. US Circuit Judge James Ho said the US Judicial Conference’s new judicial assignment policy undercut the judiciary’s independence by giving in to critics engaged in ‘forum shaming’. ‘Judges are supposed to follow the law, not distort the rules to avoid criticism,’ Ho said, according to prepared remarks. ‘The last…

Governance efforts ramped up in face of greater scrutiny Colleen Batcheler, executive vice president, general counsel and secretary of Hertz Global Holdings, has told the company she intends to resign from her role effective April 10 to accept ‘a role outside the company’, according to an SEC filing. She will remain with the company in a non-executive capacity until April 20 to help with the transition of her duties, the filing states. Requests for comment from Batcheler and Hertz were not returned immediately. Batcheler joined Hertz in May 2022. She had previously been executive vice president, general counsel and corporate…

With proxy season upon us, Domenick de Robertis explains the steps companies can take ahead of an AGM Favorable vote recommendations from the major proxy advisers ISS and Glass Lewis certainly make a company’s AGM easier. When faced with an adverse vote recommendation, however, companies should know there are still options on the table. The window for action is tight, though, so preparing in advance is critical. Issuers can begin thinking through the following steps so they can quickly move into action should there be opposition to any ballot items.Step 1: Know your shareholder baseThe first step is understanding your…

Union seeks information about company’s response to ‘incidents’ Shareholder in Sempra are due to vote at the firm’s May 9 AGM on a proposal seeking information about the energy infrastructure company’s efforts to lower environmental and safety risks in the business. The Utility Workers Union of America (UWUA) has filed a resolution urging Sempra’s board or its safety, sustainability and technology committee to report to shareholders by next year’s AGM on the steps the company ‘has taken to reduce the risks of significant environmental hazards or life-threatening safety incidents involving the operations of Sempra and its subsidiaries.’ UWUA says the…