In just the last half year, climate change has supercharged some of the costliest disasters the U.S. has ever experienced. Hurricanes Helene and Milton and the Los Angeles wildfires caused hundreds of billions of dollars of damage that will take years to recover from and leave deep financial scars for families, businesses, and governments.
Read moreAttorneys General Stand Firm on Diversity, Equity, Inclusion and Accessibility
Employment discrimination is still a serious and persistent problem in the U.S. Over the last five years, more than 285,000 discrimination complaints have been filed with the Equal Employment Opportunity Commission by employees in our states alone.
Read moreShifting Policy Terrain on Shareholder Engagement
The current administration has hit the ground running with policy changes designed to stymie shareholder engagement and corporate accountability, with particularly visible and harmful attacks targeting corporate progress on racial equity. Our opponents laid the groundwork for these actions through bills passed by the House of Representatives last Congress and Project 2025.
Read moreLegal Efforts to Hobble Shareholder Rights
We are in an anti-democratic moment. People with money and power refuse to heed those who have neither. This is true in Washington. But, it is also true in statehouses where state officials try to intimidate into non-action and silence investors who believe sustainability is key to long-term investment success.
There is nothing “free market” about this effort. Instead, it is an attempt to bolster the fossil fuel industry at the expense of shareholder prerogatives.
Read more2025 Update on SEC Rules for Shareholder Proposals
In order to help companies and investors determine whether a shareholder proposal qualifies to appear on the proxy statement under SEC Rule 14a-8, the SEC has developed a process to allow companies to inquire in advance whether a proposal must be included. The “no action” process is an informal review process through which the SEC staff advises companies and their investors on whether the SEC staff would recommend enforcement action if a company fails to include a submitted shareholder proposal on its annual proxy statement.
Read moreAnti-Shareholder Activists Are Undermining Our Capital Markets
An anti-shareholder movement – often mislabeled as “anti-ESG” – is silencing the voice of everyday investors in the U.S., including the 50% of private sector workers who participate in 401(k) retirement plans.
Read moreSustainable Investing Is Just Common Sense. Don’t Believe the Demagogues
Don’t believe the conservative hype. The campaign against sustainable investing is a scheme propped up by special interest groups, shady billionaires, and the fossil fuel industry. It has no future among investors, fund managers or anyone who wants to protect their money from foreseeable risks.
Read moreNAM's SEC Lawsuit Undermines Shareholder Rights
In May 2023, the National Association of Manufacturers (NAM) successfully filed a motion to intervene in a federal case brought by the anti-ESG group the National Center for Public Policy Research (NCPPR) against the Securities and Exchange Commission (SEC), challenging a shareholder resolution No Action determination. The NAM motion opened a broader challenge to the SEC’s authority to provide guidance regarding whether shareholder resolutions could be allowed on a company’s proxy for a vote, claiming that this process violates principles of corporate First Amendment rights enshrined in the Citizens United ruling.
Read morePrudent Climate Action by Shareholders is Legal and Necessary Despite Anti-ESG Rhetoric
Over the past decade, the investor community has worked with hundreds of companies, regulators and investment organizations to address climate change. Why? Because cutting emissions is a prudent and effective business management strategy that reduces a host of risks
Read moreSCOTUS Decision Could Scuttle Regulatory Agencies and Shareholder Rights
The modern administrative system was set up in recognition of the needs of a technologically developed society where the lives of citizens are affected by dozens and dozens of complex areas. From air pollution, to drugs, the internet, transportation, education, chemicals, railroads, airwaves, consumer protection, and health, agencies set the rules of the road for some of the most important areas of our lives.
Read more2024 Update on Shareholder Rights Legal and Policy Developments
This year proxy and shareholder proposal rules and practice are evolving to create greater accountability and efficiency. Simultaneously, so called anti-ESG efforts are pressing a more disruptive policy agenda that could eviscerate the rights of share owners to file and vote on environmental and social proposals.
Read moreESG Triggers the Right
Republican politicians are placing ESG on the list of grievances and conspiracies they serve up to their base as they try to turn ESG into the next critical race theory (CRT). One activist who was instrumental in convincing the Republican base that CRT is an ominous threat to their existence is heavily involved in the anti-ESG effort.
Read moreThe Path to a Peaceful Settlement in the ESG Culture Wars
It is healthy to have a debate about ESG: What it is, and what it isn’t; what it can’t do, what it can do, and what it was never meant to do. The term has probably run its full life cycle, and it is time to address the underlying issues of what is being debated.
Read moreWhat the SEC's Mandatory Climate Disclosure Proposal Means for Investors and Market Protection
The adage “you can’t manage what you don’t measure” is a sound argument for measuring and assessing climate risks, which cost the world over $313 billion in 2022 alone. Investors have expressed their resounding support, including more than 600 investors who signed the 2022 Global Investor Statement urging governments to address climate risks through mandatory disclosure.
Read more2023 Update on SEC Shareholder Proposal Rules and Guidelines
Recent efforts of the Securities and Exchange Commission (SEC) Staff to create a more objective and efficient process for handling shareholder proposals have borne fruit in 2023, resulting in a 30 percent reduction in company-filed challenges to shareholder proposals. Clearer guidelines from the Staff have made it possible for shareholders to draft more defensible proposals.
Read moreESG Data Helps Assess Value, Potential Returns and Manage Investment Risk
Institutional investors have been paying attention to environmental, social and governance risk factors long before it was “ESG.” Without fanfare or agenda, these long-term investors took notice of weak governance practices that led to corruption, friction with workforces that led to strikes and factories that spewed toxins into rivers leading to lawsuits from those who lived downstream.
Read moreRepublican Efforts to Limit ESG Investing are Anti-Capitalist
There is a cohort of elected officials in the United States presently engaged in an anti-capitalist crusade against free-market principles. No, they are not socialists. They are congressional Republicans, and they are attempting to prevent financial institutions from allocating capital in accordance with investor preferences and risk management principles. This attempted crackdown is purely ideological in nature — it is an exercise in political pressure to force a gross government overreach into U.S. capital markets.
Read moreThe Anti-ESG Shareholder Proponents
Shareholder proponents who oppose most of the ideas supported by ESG investors have been around for a long time, but in the last two years they have filed many more proposals and a few new players have emerged.
Read moreNew Universal Proxy Rule Will Democratize Director Elections
In November 2021, the SEC adopted final rules that will require parties in a contested corporate director election to use universal proxy cards for shareholder meetings held after August 31, 2022. Under the new rules, both the company and any shareholder seeking to elect a slate of director candidates at a shareholder meeting will be required to use proxy cards that include the names of all director nominees presented for election at the meeting.
Read more2022 Proxy Legal Overview: ESG Proposals in Ascendance
The 2022 proxy season reflects the ascendance of support for ESG shareholder proposals, along with policy changes at the SEC that both support and undermine these proposals.
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