ESG, Corporate Governance & Future of the Firm

Tracking SEC Movements Sheds Light on Investigatory Process and Its Impact on Firms

In new research, William Christopher Gerken, Steven Irlbeck, Marcus Painter and Guangli Zhang track the movements of Securities and Exchange Commission-associated smartphone devices to shed light on the SEC’s investigatory process and understand how office visits from its staff alter firm behavior and outcomes.

Can Shareholder Democracy Fill the Void of a Dysfunctional Regulatory System?

As financial markets take on societal challenges like climate change, new research from Robin Döttling, Doron Levit, Nadya Malenko and Magdalena Rola-Janicka explores how shareholder democracy interacts with the political process to impact public goods provisions. The authors investigate the potential of investor-driven governance to supplement the shortfalls of the regulatory system, highlighting both benefits and risks posed by wealth inequality and ESG backlash.

The Politicization of Social Responsibility

Todd A. Gormley, Manish Jha and Meng Wang examine the impact of state-level political dynamics on the support institutional investors provide to socially responsible investing (SRI) proposals. The findings reveal that investors are less likely to support SRI initiatives at firms headquartered in Republican-led states, suggesting that regional political pressures are shaping corporate social responsibility trends.

Reclaiming Corporate Democracy

The following is an excerpt from Sarah C. Haan’s book, “Reclaiming Corporate Democracy.”

Proxy Voting’s Hidden Influence on Corporate Takeovers and Activist Campaigns

Roslyn Layton writes that proxy advisors, which provide voting services for shareholder meetings, can influence how publicly traded firms conduct their business. Two proxy firms–Glass Lewis and Institutional Shareholder Services (ISS)–have 97 percent of the market and have allowed some minority shareholders to exercise outsized influence.

Antitrust Alone Cannot Solve the Big Tech Problem  

Madhavi Singh argues that antitrust alone cannot reign in Big Tech monopolies. Antitrust efforts need to be supplemented by changes to corporate governance that incorporate the interests of all stakeholders and not just those of profit-maximizing shareholders.

Perverse Incentives Have Ruined America’s Railroads

Thomas Malthouse explores the skewed financial models that lead American railroads to underinvest in maintenance and profitable expansion, producing delays, derailments, and environmental catastrophes such as those that occurred in East Palestine, Ohio, in 2023.

Repercussions From Florida’s Stop WOKE Act Show Investors Value DEI

In new research, Hoa Briscoe-Tran finds that some investors pulled funds from Florida-based firms in response to the state’s Stop Woke Act, suggesting that they value diversity, equity, and inclusion (DEI) initiatives.

Exxon’s Suit Against Its Own Shareholders Threatens Valuable Bargaining

Colleen Honigsberg and Robert J. Jackson, Jr. write that Exxon Mobil’s decision to sue its own investors over a shareholder proposal threatens to enervate an admittedly imperfect but ultimately valuable mechanism that provides shareholder feedback to corporate managers and helps both parties negotiate better governance outcomes.

Is Democracy Relevant to the Way We Govern Public Companies?

On May 29, Exxon Mobil held its 2024 corporate election. Before the election, the company sued two investors over their proposal to include a commitment in its proxy statement to accelerate the company’s reduction of greenhouse gas emissions. Sarah Haan argues that the election and the lawsuit shed more light on current upheavals in corporate democracy than they do on the success of the ESG movement.

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