The week in GRC: ExxonMobil gets pushback on retail investor voting plan as Trump calls for Microsoft legal chief to exit

This week’s governance, compliance and risk-management stories from around the web

– Shareholder advocacy groups As You Sow and ICCR have filed a formal letter with the SEC requesting that it rescind its no-action relief allowing ExxonMobil to implement its proposed Retail Voting Program.

The scheme would allow retail shareholders to automatically vote in line with the board’s recommendations at annual meetings, aiming to counter activist shareholder campaigns.

In the letter, the groups argue that the program may result in many retail votes being automatically cast in favor of management – unless shareholders actively opt out or override – effectively reducing active decision-making by shareholders.

The also point to SEC rules – specifically Exchange Act Rule 14a‑4, which says that a proxy generally cannot be given authority to vote for more than one meeting. Critics say Exxon’s program flouts that requirement.

– President Trump has called for the firing of one Microsoft’s senior lawyers, Lisa Monaco, the company’s head of global affairs. In a post on Truth Social, Trump says that Microsoft ‘should immediately terminate the employment of Lisa Monaco,’ citing national security concerns.

As reported by the Wall Street Journal (paywall), Trump alleges that Monaco is a ‘menace to US national security,’ arguing that because Microsoft holds major US government contracts, having someone with her background in a sensitive role is unacceptable. 

Details on his claims are vague, but he pointed to the fact that her security clearances were revoked by his administration earlier this year and that she’s been ‘banned from all federal properties,’ claiming these actions relate to ‘many wrongful acts’ she allegedly carried out. 

Monaco served as deputy attorney general under the Biden administration — a role in which the DOJ oversaw investigations that involved Trump. Microsoft has yet to comment.

– Fintech company Global Payments has confirmed that it has added two new directors to its board following a sizable acquisition by activist hedge fund Elliott Investment Management.

As reported by Reuters (paywall), Patricia Watson and Archana Deskus have been appointed to Global Payments’ board, effective immediately.

Additionally the board, in agreement with Elliott, will appoint one additional independent director after the conclusion of the 2026 AGM.

Elliott acquired its stake in Global Payments following the company’s attempt to win back investors after its $24.2 bn acquisition of Worldpay caused its share price to plunge to a 10-year low.

– China’s state‑owned group Sinochem is reportedly exploring options – including selling part or all of its 37 percent stake in Pirelli – amid an ongoing governance dispute with Italy’s Camfin, which holds about 27 percent of the company.

According to Reuters, the two shareholders have clashed over who should control Pirelli’s strategic direction and management. Meanwhile, Pirelli and Camfin argue that Sinochem’s control is impacting the tire maker’s expansion in the US.

This comes as Washington tightens rules on Chinese investments in automotive tech. The Italian government has said that Sinochem has not violated ‘golden power’ rules designed to protect strategic autonomy.

Sinochem sees itself as a long-term investor but is open to offers that include a premium. Any stake reduction would be negotiated with banking advisers and could take time to finalize.

– A US federal judge has allowed a scaled‑down shareholder lawsuit against Coinbase to go forward, rejecting the company’s bid for a full dismissal.

As reported by Reuters, shareholders accused Coinbase and its leadership of misleading investors by downplaying the risk of a SEC lawsuit and hiding vulnerabilities related to bankruptcy.

The court said claims rooted in ‘group pleading’, broad statements in press releases or collective documents that don’t tie misconduct to specific individuals cannot stand.

But the judge retaiuned more specific allegations where plaintiffs have tied statements to defendants.

In its response, Coinbase described the ruling as a ‘significant step forward’ and vowed to contest the remaining claims. The case, covering the period from April 2021 through June 2023, has already impacted investor confidence, given prior SEC action against the firm.

– SEC has received a petition from the Long-Term Stock Exchange (LTSE) to end quarterly reporting.

As reported by Bloomberg Law (paywall), the petition requested that ‘the SEC amend these rules and form to provide public companies with the option to file comprehensive financial reports on a semi-annual basis instead of quarterly, while maintaining current requirements for timely disclosure of material events through Form 8-K filings’.

LTSE argues that mandatory quarterly reporting under Rule 13a‑13 / 15d‑13 and Form 10‑Q forces companies into short‑term decision‑making, undermining long‑term strategy.

It also claims that executives often sacrifice investments in R&D or long‑horizon growth initiatives to meet quarterly metrics. The burden of quarterly compliance (time, cost and resources) also deters companies from going public or staying public.

Prior to the filing of the petition, The Financial Times (paywall) reported that SEC chair Paul Atkins has said he will pursue a minimum ‘dose’ of regulation and fast-track President Trump’s proposal to scrap quarterly reporting.

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