Podcasts about shareholder activism

Connect with Onramp // Jackson Mikalic on X // Ethan Peck on X // Strive Asset ManagementScarce Assets: a biweekly podcast presented by Onramp which delves into the emergent role of bitcoin in finance professionals' strategies and outlooks. Hosted by Jackson Mikalic, Scarce Assets provides invaluable insights for wealth managers aiming to outperform their peers in the decades ahead. Finance professionals everywhere know about stocks and bonds, but the macroeconomic outlook requires that serious investors pay close attention to another category: Scarce Assets.00:00 - Intro to Ethan Peck and His Role at Strive06:27 - The Shift from ESG to Bitcoin Advocacy09:11 - Engagement Strategies and Shareholder Proposals12:00 - Challenges of Bitcoin Adoption in Corporations16:45 - Identifying Internal Advocates for Bitcoin21:19 - Bitcoin as the Real Hurdle Rate24:05 - Capital Allocation Decisions and Bitcoin30:11 - The Necessity of Bitcoin Adoption for Survival32:20 - The Role of Shareholder Activism in Bitcoin Adoption37:14 - Corporate Governance and Bitcoin Treasury Companies39:50 - The Evolving Landscape of Bitcoin Asset Management54:13 - Future Trends in Bitcoin Adoption and Structured Products01:01:24 - Navigating SEC Regulations and Corporate Proposals01:10:25 - Outro and DisclaimerPlease subscribe to Onramp Media channels and sign up for weekly Research & Analysis to get access to the best content in the ecosystem weekly.

If you've got a 401(k) or invest using Nicole's Index Funds and Chill approach, chances are you're a shareholder in major companies like Berkshire Hathaway or Tesla—and that means you have power. You can vote on who runs these companies, how they operate, and where your money goes. But most of us don't use that power, and while we sit it out, others are stepping in—often to push agendas, not better business. Today, Nicole is joined by Nell Minow—an expert in corporate governance—to break down what shareholder activism should be, what it's becoming, and why your retirement account might be more influential than you think. Oh, and she's also got some thoughts on Tesla and Elon Musk… you won't want to miss it. Here are resources from Nell on proxy voting: https://www.iconikapp.com/as-you-sow https://theshareholdercommons.com/potb/

Katie Oertli Mooney, Managing Director, Seramount, and I recap the latest 5 Things (good vibes in DEI) in just 15 minutes. This week our conversation is about corporate shareholders shutting down anti-DEI nonsense, investors shutting down anti-woke nonsense, and Magic nerds proving they have the biggest hearts.Here are this week's good vibes:Philanthropy Steps Up as Safety Nets ShrinkShareholders Oppose Anti-DEI at DeereMagic: The Gathering Fans Conjure $564K for Trans LifelineBlack Modernist Architects Finally Get Their DueTexas Ends Decades of Denying Dyslexic Students Full RightsGood Vibes to Go: Bernadette's GVTG: It's Women's History Month and I'll start by uplifting a woman who lifts up so many others – my partner Heather Vickery. She's a delight and you can check out some of her coaching wisdom over on YouTube. Katie's GVTG: Read The Great Stewardess Rebellion. Katie read it on a recent Alaska Airlines plane ride with a woman pilot. Read the Stories.Connect with Katie Mooney.Watch the show on YouTube. Join thousands of readers by subscribing to the 5 Things newsletter. Enjoy some good vibes in DEI every Saturday morning. https://5thingsdei.com/

Summary:  Navigating the intricate landscape of ESG and shareholder activism requires a deep understanding of both market dynamics and investor expectations. That's why expert guidance is indispensable for companies looking to build lasting value and trust with their stakeholders.Today we're sitting down with Lyndon Park, Head of ICR Governance Solutions. Lyndon advises boards and management teams on complex corporate governance, ESG and shareholder activist event-driven issues to align clients with investor and market expectations. Before joining ICR, Lyndon was Head of Global Corporate Governance at Dimensional Fund Advisors, where he oversaw the firm's global stewardship and ESG initiatives. Prior to Dimensional, Lynden was a partner and Head of Governance and Listing Standards at EQX, a capital market startup. He began his career in governance at BlackRock by supporting BlackRock's board of directors on intercompany governance matters before serving as one of the BlackRock Investment Stewardship teams' lead governance analysts, overseeing portfolio companies representing about $450B of BlackRock's AUM. Lyndon is a recognized thought leader in ESG and shareholder activism, frequently participates on panels, and his perspectives have been published or quoted in numerous leading media outlets like the Wall Street Journal and the Financial Times. Highlights:Takeaways from the 2024 proxy season (3:25)What companies can do differently to avoid Executive comp challenges (6:00)What companies can do differently when under duress during proxy season (8:58)Lyndon discusses the effects of the Universal Proxy Card (11:45)Lyndon discusses MNA-driven attacks (16:06)Examining the recent Starbucks ESG activist campaign (17:25)The current anti-ESG movement, and Lyndon's take (19:24)Lyndon's advice on easy wins in ESG strategy in this moderating DEI climate (21:50)Lyndon shares what he sees on the horizon in 2025 (25:05)How the best boards and management teams tackle this landscape (28:17) Links:Lyndon Park on LinkedInICR LinkedInICR TwitterICR Website Feedback:If you have questions about the show, or have a topic in mind you'd like discussed in future episodes, email our producer, marion@lowerstreet.co.

Episode Summary In this insightful episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Pam Lenehan, a seasoned board member with over 22 years of experience on public company boards. Pam offers an in-depth look at the evolving responsibilities of boards and their members, including critical areas like cybersecurity, ESG, and CEO succession.   Drawing on her experience across seven public company boards, Pam discusses the increasing complexity of board roles, committee responsibilities, and the importance of a collaborative, learning-focused approach for today's directors. Key Topics Discussed: The Expanding Role of Boards in Risk Management Pam explains how boards are increasingly required to manage a broader spectrum of risks, from cybersecurity and AI to unexpected events like pandemics. She highlights the need for board committees (audit, compensation, technology) to coordinate their oversight on key issues and work with management to stay proactive.   Board Dynamics: Shifts in Meeting Structure and Time Commitments The increased reliance on digital platforms has, among other things, led to voluminous board materials, often reaching hundreds of pages. Pam shares how boards are restructuring their meetings to prioritize discussion over presentation, with a growing emphasis on pre-meeting preparation.   Pam notes how the frequency of both board and committee meetings has increased, with some public company boards now often holding eight or more meetings annually.   Maintaining Collegiality Amid Virtual and Shorter In-Person Meetings As more meetings shift online or the agenda is so packed it leaves little time for social interaction, the value of planned social opportunities, even brief breaks, to foster trust and rapport among board members. Pam's insights on “planned socialization” underscore its role in facilitating effective communication and decision-making. Evolving Expertise on Boards: Moving Beyond Generalists With a growing need for specialized knowledge in finance, industry, and technology, boards are increasingly composed of directors with specific expertise. Pam shares practical advice on balancing specialized skillsets and emphasizes that most board member should still possess a solid understanding of broader governance areas, even beyond their primary expertise.   The Role of the Board Chair and Lead Director Raza and Pam discuss the crucial role of the board chair in ensuring all voices are heard and the board remains aligned. With a diverse array of specialists now joining boards, the chair's leadership is increasingly important to synthesize perspectives and guide effective discussions.   The Influence of Shareholder Activism and Public Company Challenges Pam recounts her experiences with shareholder activists, noting how modern boards must be prepared to engage with sophisticated activist stakeholders. For directors, understanding activist perspectives and strategizing responses requires both diplomacy and transparency.   The Time Commitment of Board Service For anyone considering board service, Pam provides a candid look at the significant time and energy required. Acknowledging that board roles demand consistent weekend reading and adaptability for unscheduled meetings, she advises prospective directors to consider the full requirements of a board commitment before joining a board.   Continuous Learning and Networking for Directors Pam discusses the importance of ongoing education in governance, such as through the NACD, board excellence centers, and director forums. She advocates for cultivating networks with other directors to share experiences and insights, particularly on emerging or complex issues.   Supporting Diversity and Inclusion on Boards A proponent of diverse board representation, Pam shares her efforts to mentor women preparing for board roles. She encourages both current and aspiring board members to seek education and develop networks that enhance board diversity and effectiveness.

Deep Value Investing Using The Acquirer's Multiple Revisited w/ Tobias Carlisle AZ TRT S05 EP 39 (255) 10-6-2024     What We Learned This Week Acquirers Multiple – Enterprise value of the business, mindset of buying the entire business Deep Value Investing – good companies at wonderful prices, looking for companies that are beat down, but not going out of business, will rebound, mean reversion Activist Investors – like Carl Icahn, act as catalyst to push mgmt to unlock value – stock buybacks, spin offs, etc. Value Trap – buy a cheap company (stock) that just keeps going down, but still looks cheap     Guest: Tobias Carlisle – Founder of Acquirers Fund and author of Acquirers Multiple book & blog Website: https://acquirersmultiple.com/   /  https://acquirersfunds.com/ LinkedIn: https://www.linkedin.com/in/tobycarlisle Twitter: https://twitter.com/acquirersx         Investing is broken down with Toby's philosophy on 'Deep Value', the Acquirers Multiple (purchasing the whole company), and value investing from Graham to Buffett. Tobias Carlisle is the founder of The Acquirer's Multiple®. He is also the founder of Acquirers Funds®. He is best known as the author of the #1 new release in Amazon's Business and Finance The Acquirer's Multiple: How the Billionaire Contrarians of Deep Value Beat the Market, the Amazon best-sellers Deep Value: Why Activists Investors and Other Contrarians Battle for Control of Losing Corporations (2014), and other books. He has extensive experience in investment management, business valuation, public company corporate governance, and corporate law.     He runs the Acquirers Fund, a Long / Short Fund (ticker symbol – ZIG). Prior to founding the forerunner to Acquirers Funds in 2010, Tobias was an analyst at an activist hedge fund, general counsel of a company listed on the Australian Stock Exchange, and a corporate advisory lawyer. As a lawyer specializing in mergers and acquisitions he has advised on transactions across a variety of industries in the United States, the United Kingdom, China, Australia, Singapore, Bermuda, Papua New Guinea, New Zealand, and Guam. He is a graduate of the University of Queensland in Australia with degrees in Law (2001) and Business (Management) (1999).     Notes:   Deep Value – what drives returns in investing, picking stocks is half the battle Concentrated Investing – interviews with fund managers Acquirers Multiple – summary of previous books, giving the best lessons Built Models to back test investing styles and value investing techniques    Warren Buffet is looking for Wonderful Companies at Fair Prices vs a Good Company at a Wonderful price (Deep Value)   Not a great business, but still a good business, that is being priced like it is going out of business. The market will realize this later, as it rebounds and grows slowly over time.   Contrarian's contrarian like Carl Icahn   Value Trap – buy a cheap company (stock) that just keeps going down, but still looks cheap Corporate Raider or LBO (Leverage Buyout) Activist Investor or Shareholder Activism – forces management to make changes and unlock that value Solutions - Buy back stock, sell assets, spin off a division   Value Investor has to be patient, can take years for the market is too realize the value   Lots of cash $ on the balance sheet, low debt, and business is generating free cash flow Cash Flow is the life blood of a business, without it the business runs out of options   Buffet was a Liquidator in his early days, buy the company and liquidate the assets to make a profit, but decided to change his strategy because of pushback from company employees   Acquirers Multiple: think like an Acquirer (like Private Equity), buying the whole business or the Enterprise Value - what is the equity value of the business, how much debt, how much cash – forensic analysis of the balance sheet, and determine all assets and all liabilities   Enterprise Value = market cap plus debt plus preferred stock plus minority interest minus cash. Enterprise Value compared to the operating income EBITDA – operating income / cash flow of the business   Magic Formula - Joel Greenblatt investing has 2 formulas to calculate:   Return on invested capital (ROIC) = EBIT / (net working capital + net fixed assets) Earnings yield = EBIT / Enterprise value.   Average Small Business gets valuation that is 1 – 2x cash flow multiple, because it is owner centric Big Business gets better Valuation (could be 6 – 12x cash flow) because it is robust and not dependent on 1 or few people    Tech Company with great secular growth, and a Moat could have a multiple of  20x free cash flow Ie - Google, Microsoft, Apple, Amazon, Facebook, Visa , Mastercard   Mean Reversion – companies or stocks go down over time, because completion comes after the main players in a an industry and chip away   13F – follow 13 F of Super Investors for stock ideas, Toby does not use this method, even though he pays attention. Toby likes: Carl Ichan (Catalyst), Warren Buffet, David Einhorn, Dan Loeb (Third Point), Seth Klarman     Baupost Group – Seth Klarman is a deep value investor, buying into distressed companies    I Press – David Einhorn of Greenlight Capital made an activist push at Apple in 2013 to unlock value by creating share levels   Buffet's buy of Apple stock in 2016, put in $36 Billion   Buy the stock cheap, even when the value is going down to cash in on the opportunity, when the stock is rising again, it's too late    Howard Marks – no bad stocks, just bad prices, it's all about what price you pay     Acquires Multiple Checklist – strength to survive short term problems market size of mid cap or bigger ($2 bill +) plenty of cash on balance sheet & cash flow some acknowledgement of undervalue - paying down debt buying back stock, offloading asset, or sell business companies that buy back stock ROI do well, if issuing more shares = bad, look at share base compensation of managers Big Shareholder is engaged and pushing mgmt         Investing Topic: https://brt-show.libsyn.com/category/Investing-Stocks-Bonds-Retirement     ‘Best Of' Topic: https://brt-show.libsyn.com/category/Best+of+BRT     Thanks for Listening. Please Subscribe to the BRT Podcast.     AZ Tech Roundtable 2.0 with Matt Battaglia The show where Entrepreneurs, Top Executives, Founders, and Investors come to share insights about the future of business.  AZ TRT 2.0 looks at the new trends in business, & how classic industries are evolving.  Common Topics Discussed: Startups, Founders, Funds & Venture Capital, Business, Entrepreneurship, Biotech, Blockchain / Crypto, Executive Comp, Investing, Stocks, Real Estate + Alternative Investments, and more…    AZ TRT Podcast Home Page: http://aztrtshow.com/ ‘Best Of' AZ TRT Podcast: Click Here Podcast on Google: Click Here Podcast on Spotify: Click Here                    More Info: https://www.economicknight.com/azpodcast/ KFNX Info: https://1100kfnx.com/weekend-featured-shows/   Disclaimer: The views and opinions expressed in this program are those of the Hosts, Guests and Speakers, and do not necessarily reflect the views or positions of any entities they represent (or affiliates, members, managers, employees or partners), or any Station, Podcast Platform, Website or Social Media that this show may air on. All information provided is for educational and entertainment purposes. Nothing said on this program should be considered advice or recommendations in: business, legal, real estate, crypto, tax accounting, investment, etc. Always seek the advice of a professional in all business ventures, including but not limited to: investments, tax, loans, legal, accounting, real estate, crypto, contracts, sales, marketing, other business arrangements, etc.    

This week, host Rose Mary Petrass, senior journalist at FS Sustainability, is joined by two expert guests from the Australian Institute of Company Directors (AICD) – Mark Rigotti, Managing Director and CEO, and Anna Gudkov, Policy Advisor. The AICD is a member-based organisation helping improve corporate governance by providing courses, programs, and other professional development opportunities.They recently published an updated guide for directors on the mandatory climate reporting laws in Australia.In this episode, we delve into the evolving responsibilities of company directors in managing ESG risk, the growing influence of shareholder activism on climate action, and the critical role boards play in navigating these complex dynamics. Tune in to learn how directors can stay ahead of the curve. This podcast uses the following third-party services for analysis: OP3 - https://op3.dev/privacy

Shareholder activism is gaining traction in Japan, with the number of new campaigns surging by 70% in the first half of 2024. At the same time, homegrown activist funds are becoming more prominent in Japan's corporate circles. Shuhei Furukawa, managing director and portfolio manager at Misaki Capital, and James Han, managing partner at Prodigies Group, join John Lee of Bloomberg Intelligence to discuss this growing trend and how it differs to what's happening in the US.See omnystudio.com/listener for privacy information.

Send us a textThis week, let's explore how everyday shareholders can wield surprising influence over corporate behavior. Discover the power of your single vote and learn about the impact of attending annual general meetings. You'll hear about real-world success stories where small shareholders sparked big changes in major companies. From leveraging social media to engage with corporations to joining forces with other shareholders, this episode is packed with actionable insights. Whether you're a seasoned investor or just starting out, you'll come away with a toolkit for responsible ownership and the knowledge to make your shares count for more than just dividends. Tune in to unlock the potential of your portfolio to drive positive change in the corporations that impact our planet and our people.Links from today's episode:Chevron investors back proposal for more emissions cuts | Reuters May 2021https://www.reuters.com/business/energy/chevron-shareholders-approve-proposal-cut-customer-emissions-2021-05-26/ ICYMI another episode you might enjoy:Episode#51 Activist Investing (recorded before the 2024 rebranding of this show)Connect With Genet “GG” Gimja:Website https://www.progressivepockets.comTwitter https://twitter.com/prgrssvpckts Work With Me:Email progressivepockets@gmail.com for brand partnerships, business inquiries, and speaking engagements.Easy Ways to Support the Show1. Send this episode to someone you know! Word of mouth is how podcasts grow!2. Buy me a coffee (or a soundproof panel!) https://buymeacoffee.com/progressivepockets 3. Leave a 5 star rating and review for the show!//NO AI TRAINING: Any use of this podcast episode transcript or associated show notes or blog posts to “train” generative artificial intelligence (AI) technologies to generate text is expressly prohibited. This includes, without limitation, technologies that are capable of generating works in the same style or genre as this content. The author reserves all rights to license uses of this work for generative AI training and development of machine learning language models//Support the show

Navigating the intricate landscape of ESG and shareholder activism requires a deep understanding of both market dynamics and investor expectations. That's why expert guidance is indispensable for companies looking to build lasting value and trust with their stakeholders.Today we're sitting down with Lyndon Park, Head of ICR Governance Solutions. Lyndon advises boards and management teams on complex corporate governance, ESG and shareholder activist event-driven issues to align clients with investor and market expectations.Before joining ICR, Lyndon was Head of Global Corporate Governance at Dimensional Fund Advisors, where he oversaw the firm's global stewardship and ESG initiatives prior to Dimensional, Lynden was a partner and Head of Governance and Listing Standards at EQX, a capital market startup. He began his career in governance at BlackRock by supporting BlackRock's board of directors on intercompany  governance matters before serving as one of BlackRock Investment Stewardship teams' lead governance analysts, overseeing portfolio companies representing about 450 billion of BlackRock's AUM.Lyndon is a recognized thought leader in ESG and shareholder activism, frequently participates on panels, and his perspectives have been published or quoted in numerous leading media outlets like the Wall Street Journal and the Financial Times.Highlights:Takeaways from the 2024 proxy season (3:25)What companies can do differently to avoid Executive comp challenges (6:00)What companies can do do differently when under duress during proxy season (8:58)Lyndon discusses the effects of the Universal Proxy Card (11:45)Themes surrounding proxy contests (13:53)Lyndon discusses MNA-driven attacks (16:06)Examining the recent Starbucks ESG activist campaign (17:25)The current anti-ESG movement, and Lyndon's take on that (19:24)Lyndon's advice on what are easy wins in ESG strategy in this moderating DEI climate (21:50)Lyndon shares what he sees coming for 2025 (25:05)How the best boards and management teams tackle this landscape (28:17)Links:Lyndon Park on LinkedInICR LinkedInICR TwitterICR WebsiteFeedback:If you have questions about the show, or have a topic in mind you'd like discussed in future episodes, email our producer, marion@lowerstreet.co.

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:57) Start of interview. (2:30) Carol's origin story.(4:34) Evolution of corporate governance in Canada since the late 1980s. (5:51) The origin and focus of her firm Hansell McLaughlin Advisory Group, based in Canada.(10:13) On her personal board career and the benefits of lawyers serving on boards.(14:20) Best practices for board evaluations and distinctions between board education in Canada and the U.S.(18:57) The rise and influence of large institutional investors in corporate governance.(22:00) Shareholder activism in Canada.(24:25) On the state of ESG in Canada. (30:03) On addressing board diversity.(37:01) Impact of geopolitics and national security in the boardroom.(39:45) Impact of AI in the boardroom. "It's top of mind for everybody."(41:29) Impact of cybersecurity and talent management in the boardroom. Oil and gas directors in boards of banks?(44:01) Books that have greatly influenced her life: biographies (people that have stood up to authority).(44:48) Her mentors. (45:50) Quotes that she thinks of often or lives her life by: "A man's reach must exceed his grasp, or what's the heaven for?"(46:29) An unusual habit or absurd thing that she loves.(47:00) The living person she most admires.(48:20) The challenge in advising corporate governance: "everyone thinks they're an expert now." Plus, recognition of conflicts of interest.Carol Hansell is a Senior Partner at Hansell LLP and a member of the Hansell McLaughlin Advisory Group in Canada.  You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Shareholder activism is having an increasingly growing influence on how corporations make decisions. This trend is largely fueled by the rise of shareholder proxy voting, a process where investors can cast ballots on important company issues. Activist groups are strategically using proxy voting to push for changes in corporate behavior, from environmental practices to social stances. This week's episode of Retire in Texas episode dives into how these efforts are playing out in the real world, exploring how companies like Costco and JPMorgan Chase are facing pressure from activist shareholders. Today's show highlights include: *The rise of shareholder proxy voting and how activist groups are using it to push their agendas. *Examples of companies facing pressure from activist groups, including Costco and JPMorgan Chase. *How BlackRock's voting priorities have shifted in recent years, with a move away from climate change being the sole focus. *The importance of partnering with asset managers who share your values and can advocate for your interests at the corporate level. If you enjoyed today's episode, make sure to leave a comment and share the show with a friend! Disclaimer: Clicking the Like button does not constitute a testimonial for, recommendation or endorsement of our advisory firm, any associated person, or our services. Clicking the Like button is merely a mechanism to circulate our social media page. “Like” is not meant in the traditional sense. In addition, postings must refrain from recommending us or providing testimonials for our firm.

Putting a dollar amount on a single species, or entire ecosystems, is a contentious idea, but in 2023, the New York Stock Exchange proposed a new nature-based asset class which put a price tag on global nature of 5,000 trillion U.S. dollars.  This financialization of nature comes with perverse incentives and fails to recognize the intrinsic value contained in biodiversity and all the benefits it provides for humans, argues Indigenous economist Rebecca Adamson, on this episode. Instead, she suggests basing economies on principles contained in Indigenous economics. "The most simple thing would be to fit your economy into a living, breathing, natural physics law framework. And if you look at Indigenous economies, they really talk about balance and harmony, and those aren't quaint customs. Those are design principles," she says. Hear a related Mongabay podcast interview on the connection between nature and financial systems with author Brett Scott, here. We also recently spoke with National Geographic photographer Kiliii Yuyan about what Indigenous knowledge has to offer conservation, here.  If you enjoy the Mongabay Newscast, please visit www.patreon.com/mongabay to pledge a dollar or more to keep the show growing. Mongabay is a nonprofit media outlet, and all support helps! See all our latest news from nature's frontline at Mongabay's homepage, mongabay.com, or follow Mongabay on any of the social media platforms for updates. Please send your ideas and feedback to submissions@mongabay.com. Image: The doll orchid. Image courtesy of Bhathiya Gopallawa.  --- (00:00:00) Introduction (00:01:30) The Financialization of Nature (00:07:35) Indigenous Economic Principles (00:14:04) Can Putting a Price on Nature Save it? (00:27:15) Redistribution and Reciprocity (00:33:15) The Ubiquity of Violence (00:38:37) The Wealth Gap and Its Implications (00:41:31) The Power of Shareholder Activism (00:44:36) Indigenous Economic Systems and Modern Applications (00:51:57) A Critical Analysis of the Financialization of Nature (01:00:27) Religious Perspectives on Environmental Awareness (01:04:24) Credits

This episode focuses on the role of shareholder activism in pursuing transparency and accountability from tech firms. In a week where board resolutions are up for a vote at Meta and Alphabet related to each company's development and deployment of artificial intelligence, Justin Hendrix spoke to five individuals working at the intersection of sustainable investing in tech accountability:Michael Connor, Executive Director of Open MICJessica Dheere, Advocacy Director at Open MICNatasha Lamb, Chief Investment Officer at Arjuna CapitalJonas Kron, Chief Advocacy Officer at Trillium Asset ManagementChristina O'Connell, Senior Manager for Shareholder Engagement and Investments at Ekō

The backlash against ESG is continuing, with a string of lawsuits aimed at shutting down shareholder activism. We don't often talk about shareholder activism in the vein of protecting protest, but it's absolutely part of the story. Andrew Behar, CEO of shareholder advocacy group As You Sow, joins us to explain what's going on, and why anyone who cares about basic rights needs to be tuning into the ESG fight. Learn more about your ad choices. Visit megaphone.fm/adchoices

Last week during the Deutsche Goldmesse, there was a Saturday afternoon panel featuring Vukasin Pekovic, Stephen Stewert and Devrim Turkdogan. The host of the panel of Antonio Atanasov of Resource Talks. There was a large crowd in the room in anticipation for this panel. And as expected, the conversation of Awale Resources was the main topic. In the panel, you will hear how two individuals found a beaten exploration company with very prospective assets in Awale. What you will hear is the story on how two relatively unknown investors were able to breathe new life into the company as simple shareholders. Its a story of incredible risk, turned reward, which very easily could have been more trouble than it was worth. This episode of Mining Stock Daily is brought to you by...  Arizona Sonoran Copper Company (ASCU:TSX) is focused on developing its brownfield copper project on private land in Arizona. The Cactus Mine Project is located less than an hour's drive from the Phoenix International airport. Grid power and the Union Pacific Rail line situated at the base of the Cactus Project main road. With permitted water access, a streamlined permitting framework and infrastructure already in place, ASCU's Cactus Mine Project is a lower risk copper development project in the infrastructure-rich heartland of Arizona.For more information, please visit ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠www.arizonasonoran.com⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. Fireweed Metals is advancing 3 different projects within the Yukon and Northwest Territories, including the flagship Macmillan Pass Project, a large zinc-lead-silver deposit and the Mactung Project, one of the largest and highest-grade tungsten deposits in the world. Fireweed plans to advance these projects through exploration, resource definition, metallurgy, engineering, economic studies and collaboration with indigenous people on the path to production. For more information please visit ⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠fireweedmetals.com⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠⁠. Vizsla Silver is focused on becoming one of the world's largest single-asset silver producers through the exploration and development of the 100% owned Panuco-Copala silver-gold district in Sinaloa, Mexico. The company consolidated this historic district in 2019 and has now completed over 325,000 meters of drilling. The company has the world's largest, undeveloped high-grade silver resource. Learn more at⁠ ⁠https://vizslasilvercorp.com/⁠⁠ Victoria Gold operates the Eagle Gold Mine within the Dublin Gulch Property. Eagle is the largest gold mine in Yukon's long history of gold production. In addition to the long-life Eagle Gold Mine, the Dublin Gulch property has upsized exploration potential including priority targets Raven and Lynx among others. Follow all the gold production and exploration news at ⁠⁠vgcx.com⁠⁠.

Tiffany Campion discusses some recent trends in the takeover defense and shareholder activism space. Tiffany is a senior attorney in the Chicago office of Latham & Watkins, where she focuses on takeover defense and shareholder activism. Here is a link to her bio and contact information.

(0:00) Intro.(1:23) About the podcast sponsor: The American College of Governance Counsel.(2:10) Start of interview.(2:40) Patrick's "origin story." (3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice).(4:38) Joining Vinson & Elkins to co-build shareholder activism practice.(6:40) Distinguishing between large, mid, and small cap activism.(10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch out in activism.(13:39) On ESG activism, and the impact of Exxon Mobil case ("[I]t was more of a capital allocation campaign, rather than ESG"). Distinguishing the Starbucks ESG campaign (targeting Starbucks' labor relations).(18:29) Separating E, S, and G activist campaigns. "The 'S' is inherently political"(20:29) On the evolution of Universal Proxy Rules for director elections. (27:06) On the "lifecycle of a campaign" (activists' letters, withdrawals, settlements, proxy fights, etc.)(31:36) The impact of institutional investors and proxy advisors (ISS and Glass Lewis) in shareholder activism. *Reference to the Problem of Twelve episode with HLS Prof John Coates.(37:50) The importance of shareholder engagement (with large institutional investors and proxy advisors).(40:55) On company or board preparedness for activist campaigns.(44:45)  Books that have greatly influenced his life: If I Die in a Combat Zone by Tim O'Brien (1973)Thinking Fast and Slow by Daniel Kahneman (2011)David and Goliath by Malcolm Gladwell (2013)On Shareholder Activism:DisneyWar by James B. Steward (2005)Railroader by Hunter Harrison (2018)The Splendid and the Vile (Saga of Churchill) by Erik Larson (2020)(47:53) His mentors.(49:00) Quotes that he thinks of often or lives her life by.(49:55) An unusual habit or absurd thing that he loves.(50:35) The living person he most admires.Patrick Gadson is the Co-Head of Vinson & Elkins' Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

In this episode of our shareholder activism podcast series, we look at activism in the context of M&A. We discuss how shareholders can: • encourage M&A, by pushing companies to pursue a transaction; • influence M&A, for example by agitating for a higher price from the bidder on a takeover offer; or • threaten M&A, by seeking to block a transaction. We also discuss what parties can do to prepare for or ward off a transaction being challenged by a shareholder or group of shareholders. Speakers Laura Ackroyd, Antonia Kirkby and Robert Moore

In what ways is Canada an activist friendly market and in what ways is it not? In this episode, Adam Torres and Jonathan Feldman, Partner, Mergers and Acquisitions and Head of Shareholder Activism Practice at Goodmans LLP, explore shareholder activism in Canada and the upcoming Activist Investor Conference Jonathan will be presenting at in New York City. Follow Adam on Instagram at https://www.instagram.com/askadamtorres/ for up to date information on book releases and tour schedule.Apply to be a guest on our podcast:https://missionmatters.lpages.co/podcastguest/Visit our website:https://missionmatters.com/Support the showMore FREE content from Mission Matters here: https://linktr.ee/missionmattersmedia

In what ways is Canada an activist friendly market and in what ways is it not? In this episode, Adam Torres and Jonathan Feldman, Partner, Mergers and Acquisitions and Head of Shareholder Activism Practice at Goodmans LLP, explore shareholder activism in Canada and the upcoming Activist Investor Conference Jonathan will be presenting at in New York City. Follow Adam on Instagram at https://www.instagram.com/askadamtorres/ for up to date information on book releases and tour schedule.Apply to be a guest on our podcast:https://missionmatters.lpages.co/podcastguest/Visit our website:https://missionmatters.com/More FREE content from Mission Matters here: https://linktr.ee/missionmattersmedia

(0:00) Intro(1:02) About the podcast sponsor: The American College of Governance Counsel.(1:49) Start of interview. (2:37) Katherine Henderson's "origin story."(5:05) Amy Simmerman's "origin story."(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.(9:14) Caseload of Delaware Court of Chancery judges.(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).(36:55)  Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).(45:13) Securities claims on misleading risk disclosures.(46:55) What are the 1-3 books that have greatly influenced your life: Amy:Obedience to Authority by Stanley Milgram (1974)Steppenwolf by Herman Hesse (1927)Katherine:The Feminine Mystique by Betty Friedan (1963)(48:02) Who were their mentors, and what they learned from them.(49:00) Quotes they think of often or live their life by.(49:52) An unusual habit or an absurd thing that they love.(50:35)  The living person they most admire.__Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati.  You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

With shareholder activism rates continuing to rise and defense strategies becoming more complex, how can IR and management teams be better prepared for activist situations? In this episode of Winning IR, Kiley Rawlins, Vice President - Investor Relations at Ulta Beauty, draws on her 25 years of experience in IR and shares insights on activism readiness and how investor relations officers should prepare for and approach potential activist campaigns. Listen to the full episode to learn more about:Activism readiness: understanding the key issues and vulnerabilities that drive shareholder activismCommunication strategies with your board and management teamPreparing for potential activist campaignsMonitoring performance and comparisons with peer groupsThe importance of your advisor team and scenario planningEngaging with activists and shareholdersBalancing threats and opportunities from activismWinning IR is brought to you by Irwin. For more winning ideas, subscribe to Winning IR wherever you get your podcasts.For more information, visit getirwin.com/winning-ir

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:57) Start of interview.(4:00) Alexandre's "origin story." His time as Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023). (7:34) On his OECD background note on Institutional Investors' Engagement in Latin America (2023).(14:56) Local institutional investors and pension funds engagement in Brazil. *reference to E118 with John Coates: The Problem of Twelve, Index Funds and Private Equity.(17:23) On stewardship codes.(19:58) On internal stewardship teams at asset managers and passive investors.(21:05) Challenges of shareholder activism and dispersed ownership in Brazil.(25:53) Enforcement and Cooperation between U.S. and Brazilian regulators. *Reference Enhanced Memorandum of IOSCO.(28:03) On the governance of State-Owned Enterprises (SOEs).(34:24)  The geopolitical landscape and where Brazil stands vis-a-vis China and the U.S.(36:38) Fintech developments in Brazil. *Reference to Pix from Brazilian Central Bank (Open Finance Project).(39:19)  The future of corporate governance in Brazil, and prospects to join the OECD. Private right of action for enforcement?(41:29) Book that has greatly influenced his life: The Economic Structure of Corporate Law by Frank H. Easterbrook and Daniel R. Fischel (1991)(42:08) His mentor: his father.(42:47)  Quotes that he thinks of often or lives her life by: "No need to hurry but do not waste time" by Jose Saramago. "I'm neither an optimist nor a pessimist, I prefer to be a hopeful realist." (Ariano Suassuna)(43:44) An unusual habit or absurd thing that he loves.(45:34) The living person he most admires.Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He's currently practicing law at Rangel Advogados. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(0:55) About the podcast sponsor: The American College of Governance Counsel.(1:41) Start of interview.(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.(14:40)  On ESG backlash and regional differences. Importance of (institutional) investors.(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.(23:25)  On evolution of virtual meetings (board and stockholder meetings).(26:15)  On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).(32:13)  Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).(39:40)  Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.(47:00)  Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."(49:24) Book that has greatly influenced his life: The Prophet by Kahlil Gibran (1923)(49:50) His professional mentors (WSGR): Steve BochnerKatie MartinJose Macias(50:35)  Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith. (51:10) An unusual habit or absurd thing that he loves.(51:58) The living person he most admires: his parents.Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

In the fast-evolving world of impact investing, few individuals stand out as prominently as Michael O'Leary. Recently appointed as a Partner and Co-Head of L Catterton Impact Fund, Michael has a wealth of experience and a compelling vision for responsible capitalism.Formerly a Managing Director at Engine No. 1, Michael made headlines globally by orchestrating one of the most successful impact-focused activism campaigns in history.Despite holding a mere 0.02% of share capital, Engine No. 1 successfully replaced three members of Exxon's board, underscoring the potency of impact activism.He was also on the founding team of Bain Capital's impact fund and invested in consumer, industrial, and technology companies through Bain Capital's private equity fund.Now, at L Catterton, one of the world's foremost private equity funds specializing in consumer brands, Michael leads the charge in integrating sustainability and impact considerations into the firm's investments. Michael's co-authorship of 'Accountable: The Rise of Citizen Capitalism' further illustrates his commitment to shaping the future of capitalism. The book delves into the promises and challenges of the sustainable investing movement.With a solid educational background, including a BA in Philosophy from Harvard University and an MBA from the Stanford Graduate School of Business, Michael combines academic rigor with real-world impact. In this episode, he shared a lot of insights into- Shareholder activism for sustainability and development- Citizen capitalism- Impact investing in the public markets- Impact investing in the consumer sector- And much more.I really learned a lot from my discussion with Michael, and I hope you will too!Show notes: https://sri360.com/podcast/michael-oleary/About the SRI 360° Podcast: The SRI 360° Podcast is focused exclusively on sustainable & responsible investing. In each episode, I interview a world-class investor who is an accomplished practitioner from all asset classes. Connect with SRI360°:Sign up for the free weekly email updateVisit the SRI360° PODCASTVisit the SRI360° WEBSITEFollow SRI360° on X/TwitterFollow SRI360° on FACEBOOKKey TakeawaysIntro (00:00)Michael O'Leary's background (01:43)Impact investment thesis (11:44)Citizen Capitalism  (14:14)Exxon shareholder activism campaign (30:36)Using shareholder activism for long-term sustainable development (47:33)Does impact investing have any impact on public markets (50:43)Impact investing in the consumer sector (57:22)The biggest challenge to impact investing (01:16:45)Additional ResourcesMichael O'Leary's LinkedInL Catterton Website Accountable: The Rise of Citizen Capitalism Book and Featured PublicationsOther Links MentionedBain CapitalEngine No. 1Deval PatrickWarren ValdmanisExxonAn ESG Reckoning Is Coming

Part 2 of our chat with the Koala! In this part we delved into what makes an attractive Tier 1 & why majors sell them, whether a metal price bifurcation (on production standards) is realistic, the evolution of the mining buy-side, shareholder activism, (misaligned) incentives as well as our favourite, a punchy under-rated vs over-rated section. All Money of Mine episodes are for informational purposes only and may contain forward-looking statements that may not eventuate. The co-hosts are not financial advisers and any views expressed are their opinion only. Please do your own research before making any investment decision or alternatively seek advice from a registered financial professional. Thank you to our Podcast Partners: DSI Underground - Supplier of Ground Support Products to the Mining and Tunnelling industries Terra Capital – Specialist investment manager in the natural resources sector McMahon Mining Title Services (MMTS) – Australia-wide tenement service experts Futureproof Consulting – Specialist mining-industry sustainability consultants providing ESG solutions for miners of all sizes, stages and commodities Anytime Exploration Services – Exploration workers, equipment, core cutting/storage + much more KCA Site Services – Underground mining machine hire for IT's, normet's, trucks and more JP Search – Recruitment specialists for the financial world Brooks Airways – Perth's leading charter flight operators K-Drill – Safe, reliable, and productive surface RC drilling Join our exclusive Facebook Group for the Money Miners and request access to the Hooteroo chat group. Subscribe to our weekly newsletter HOOTEROO HERALD Follow Money of Mine on YouTube Follow Money of Mine on Twitter Follow Money of Mine on LinkedIn Follow Money of Mine on Instagram TIMESTAMPS (0:00:00) Introduction(0:03:13) How real is DLE?(0:08:37) Metal Price Bifurcation(0:16:42) Shareholder Activism(0:22:23) Whitehaven alignment(0:33:02) BHP growth(0:45:42) Is the Copper boom going to happen?(0:47:01) The Koala on the Banking hampster wheel(1:03:41) Over Rated - Under Rated

0:00 -- Intro.1:38-- About this podcast's sponsor: The American College of Governance Counsel.2:34 -- Start of interview.3:13 -- Mauro's "origin story." 4:11 -- About AMEC, and his time as CEO of the organization (2012-2017). Prior, he was Chairman of IBGC (2008-2010). "My first mission as CEO of AMEC was to become the first independent director at Petrobras" (which he served from 2013 to 2015).9:02 -- On the differences between shareholder engagement/activism in the U.S. and Brazil. 10:04 -- The corporate governance changes introduced by Novo Mercado (special listings segment created in Brazil in 2000).11:39 -- About the Petrobras corruption scandal ("Lava Jato" or "Car Wash"). He was the first independent director in Petrobras (2013) and they elected a second independent director in 2014. "1+1 in that situation equals 4." "The board simply did the Government's bidding." "But it's all gone now, there has been a huge backlash. There is no one in jail anymore." "Just like what happened in Italy with the Clean Hands Operation, there is a political wave of acquittals." "There was a class action settlement in the U.S. for $3.5 billion (2016) and PwC settled for $50 million (2018)."18:58 -- His joining the board of Vale (2021-2023), post Brumadinho dam disaster (2019). "I was elected to the board as part of an activist campaign, led by Capital Group." 23:28 -- On the SEC's action against Vale for greenwashing (settled in 2023 for $55.9 million). "Vale became a lightning rod and it is a rich company in a poor country and in a poor region of a poor country." "One executive of the company used the expression that was Vale is the peacock in the Favela." "[Vale] gets a lot of attention and focus and sometimes not fairly. It does some amazing things in terms of ESG." "Vale is actually an example that responsible mining is not only essential for the energy transition, but it actually can be good for the environment. But there's a lot of bad press around it."24:40 -- His take on ESG: "ESG should not be driven by rankings, reports and ratings. It must be driven by owners."28:50 -- On the ESG backlash. "Part of the problem has to do with the architecture of the institutional investors." "The productive way for investors to ensure that companies are doing the right thing is one-on-one engagements that cannot be done wholesale. It needs to be done in a more retail way. So this increases the value of specialized asset managers that have a smaller portfolio, that may or may not be called activists."32:11 -- On joining the board of Embraer. The impact of the Pandemic and 'work from home' in Brazil.34:55 -- On the evolving geopolitical landscape, China/US tensions and where Brazil stands in this picture. 39:17 -- On the role of independent directors, and evolution in Brazil in the last 20 years:"When you get into a situation like I was in Petrobras, you need to know where your red lines are and what to do when they're reached. You can fight and in some cases it may be the case that you need to leave and do a noisy withdrawal as I've done several times in my career so.""I fear that in many situations we have lots of companies reporting larger percentages of independent directors on their boards, but these are not really independent.""[You have to] be true to your values, know your red lines, but at the same time, try to work with people. And some things will not be the way you want. So a director who simply says no when the board goes in a way that he or she doesn't agree with is not going to be productive.  So you have to, in Brazil we say we need to swallow some frogs every once in a while. You just have to watch out to make sure what are the sizes of frogs that you can swallow to make it for productive mandate on the board, but at the same time not compromising your values."43:44 -- On the question of single issue directors. "I think it's a big mistake for a number of reasons. First, because it's not enough space for all the issues to be on the boards. The other problem is that if you have a specialist on the board, say in cyber security, every time the issue of cyber security comes up, everybody will look at this guy and say, whatever he or she is telling us to do, you're outsourcing your fiduciary duty, which is terrible."45:45 -- "Brazil today has very different companies. This means that the governance structure for each one of them has to be different. And we have to understand, it's case by case, and we need to build the governance structures that are adequate to each company." "I think when we think about ESG, we're really talking about E&S, and people are forgetting the G. The G is what gets E&S done. E&S without the G is greenwashing."47:49 -- Book that has greatly influenced his life: Atlas Shrugged by Ayn Rand (2003)48:00 -- His mentors, and what he learned from them: André Jacurski and Paulo Guedes (founders of Banco Pactual).48:33 -- Quotes that he thinks of often or lives his life by: "We didn't come this far just to come this far"48:50 -- The living person he most admires: Bill Gates.Mauro Cunha is one of the top corporate governance voices in Latin America, currently serving as a director of Embraer, AES Brasil, Klabin and Hypera. He has also served on the boards of some of the most important companies in Brazil - including Vale, Petrobras, Eletrobras, among others. __This podcast is sponsored by the American College of Governance Counsel.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

In this episode, we speak with Josh Balk who is the co-founder and CEO of The Accountability Board. Previously, he was vice president of farm animal protection for The Humane Society of the United States. In addition, he is a co-founder of EAT JUST, a food technology company.We spoke to him about a promising new strategy that he's trying out, which is shareholder activism. In a nutshell, that involves doing something that seems counterintuitive, buying shares in the largest food companies that use animals as products, and trying to get them to change. On top of that, we also speak about the successes he's had through ballot initiatives in the US. such as prop 12 in California, the EATS act, and US politics more generally.If you enjoy the show, please leave a rating and review us - we would really appreciate it! Likewise, feel free to share it with anyone who you think might enjoy it. You can send us feedback and guest recommendations via Twitter or email us at hello@howilearnedtoloveshrimp.com. Enjoy!

In this episode of our shareholder activism podcast series, we discuss activism and AGMs, including: • why we see more activism around AGMs, • the sorts of areas that activists target and • what companies can do to prepare ahead of their next AGM. Speakers: Mark Bardell, Antonia Kirkby and Gareth Sykes

As shareholder activism gains momentum worldwide, this podcast sheds light on key trends covering universal proxy rules, the capital allocation debate, M&A activity and the overall global outlook. Learn how boards and management can prepare for activism efforts and navigate the evolving business environment.   J.P. Morgan experts lead this discussion, including David Freedman, Global Head of Shareholder Engagement and M&A Capital Markets, Alfredo Porretti, Head of Shareholder Engagement and M&A Capital Markets for North America and Darren Novak, Head of Shareholder Engagement and M&A Capital Markets for EMEA.   This episode was recorded on September 15, 2023. This material was prepared by certain personnel of JPMorgan Chase & Co. and its affiliates and subsidiaries worldwide and not the firm's research department. It is for informational purposes only, is not intended as an offer or solicitation for the purchase, sale or tender of any financial instrument and does not constitute a commitment, undertaking, offer or solicitation by any JPMorgan Chase entity to extend or arrange credit or to provide any other products or services to any person or entity. © 2023 JPMorgan Chase & Company. All rights reserved.

Kieran Poole and the team count down the top five wildest campaigns of the year so far as featured in our Proxy Season Review 2023.  Who will take top spot? Who will get silver? Who will miss out on a podium place? Listen now and then enjoy a more comprehensive analysis in the report. 

As a special bonus episode, Kieran Poole is joined by Steve Balet of Strategic Governance Advisors and Diligent Marketing Insight's Jason Booth to look back at one of the most significant activist campaigns this century...  Carl Icahn at Apple. Hear how Icahn began the trend of using Twitter as an activist tool, whether his tactics have changed since, and even why he turned his hand at stand-up comedy. 

Kieran Poole is joined by Olshan Frome Wolosky's Ryan Nebel and Elizabeth Gonzalez-Sussman, as well as Diligent Market Insight's Rebecca Sherratt to discuss our Proxy Season Review 2023. Ryan and Elizabeth are vice-chairs of the law firm's shareholder activism group.Among the top findings: Activists refocus on financials: The number of capital structure, return cash to shareholder, and operational demands increased by 39.3%, 25.9%, and 17.4% globally, compared to a year prior, with activists keen to maximize investor returns amid depressed markets. ESG suffers a crisis of confidence: Amid increasingly vocal anti-ESG sentiment, support for ESG proposals has been decidedly mixed. Globally, nine (2.4%) E&S shareholder proposals won majority support, compared to 36 (10.1%) in the first half of 2022. Directors are subject to increased scrutiny: In the first half of 2023, shareholder support for global director elections has declined to 95.6%, compared to 96.4% and 96.1% throughout 2021 and 2022, respectively. Look out for our countdown of the wildest campaigns which will appear in your podcast feed soon. 

Simon Rawson of ShareAction joins Kieran Poole to discuss why the firm is urging major European banks to end the direct financing of new oil and gas fields by the end of 2023, being the first group to file a Living Wage resolution, and his time serving as a British diplomat. Plus, he tells us why we should all be watching Schitt's Creek.  

0:00 -- Intro.1:09 -- Start of interview.1:37 -- Cindie's "origin story."3:41 -- On her executive career before joining boards.5:31 -- On her turnaround CFO career. Joining Tatum, an executive services firm, and her CFO turnaround/crisis practice. 15:14-- Her transition to public company board service. Her first board role in 2003 with Horizon Organic Holdings (based in Denver, CO). "The CEO wanted a financial expert and a mom in the boardroom." Her second board, also in 2003, was with Tractor Supply. She later joined B&G Foods as it went public (based in New Jersey). She retired from her day job in 2013 and focused on her board career with four boards, including Office Depot, Darden Restaurants and Big Lots.23:34 -- Her experience with high profile activist campaigns led by Jeffrey Smith from Starboard Value in Office Depot (2013) and Darden Restaurants (2014). "Darden is a tremendous success story, and it's really thanks to management [Gene Lee who became CEO, and Rick Cardenas who is the CEO now. They are the ones that made it happen."30:15 -- Her thoughts on how to address the market downturn from the boardroom's perspective. "Boards should look at liquidity (~24 months) and incentive comp plans."34:13 -- Her take on ESG. "I don't know who put E, S, and G together because they are three completely separate areas." "A lot of the political pressure is just a communications challenge." "Any topic du jour [and ESG falls in this category] is a luxury that you can only have when times are good." "When times get tough [like in current market down cycle], the focus is all on the top line and bottom line, anything else is a luxury. So I'm not surprised that people have pushed back against ESG, since they want better results and earnings, giving back to shareholders what they want to be getting." 36:54 -- On the role of corporations in society. "ESG may be really important for society, but is it the company's job or the Government's job? Who should be policing it?" Reference to Milton Friedman's 1970 letter "The Social Responsibility of Business is to Increase its Profits."39:11 -- On boardroom dynamics involving generational shifts (both on boards and C-suite), diversity and post pandemic trends. "The dynamics of human capital have changed." "I personally think that the next big push for board members is going to be human capital experts." 47:25 -- On the evolution, opportunities and challenges of boardroom diversity.55:10 -- The books have greatly influenced her life: she's a big fan of Anna Quindlen and Edith Wharton.55:50 -- Her mentors, and what she learned from them.56:48 -- Quotes she thinks of often or lives her life by: "You're never as good as you think you're are and you're never as bad as you think you are."57:37 -- An unusual habit or an absurd thing that she loves: Orange Theory.58:26 -- The living person she most admires: "The unsung hero."Cynthia Jamison is a public company chair and board member; financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Kieran Poole is joined by Insightia's Rebecca Sherratt, Antoinette Giblin, and Will Arnot to review some of the most notable proxy fights to have drawn to a close in the past few weeks.  Make sure to get your free copy of our latest report, ESG 2023.

In this episode, CII General Counsel interviews Zohar Goshen, the Jerome L. Greene Professor of Transactional Law at Columbia Law School. Professor Goshen is a co-author of a research paper titled "Barbarians Inside the Gates: Raiders, Activists, and the Risk of Mistargeting."

Kieran Poole is joined by Jon Solorzano of Vinson & Elkins and Rodolfo Araujo of EY as well as Insightia's Rebecca Sherratt to discuss our latest report, ESG 2023.  Jon advises companies and their boards on ESG issues, sustainability, activism, risk management, securities law, and M&A. Whereas, at EY, Rodolfo leads the ESG strategy and investor engagement efforts.  Among the top findings:  Scope 3 reporting goes global: Emissions-intensive sectors face sustained pressure to enhance their net-zero commitments, with climate change shareholder proposals winning 32.4% and 36.7% average support in the U.S. energy and aerospace/defense sectors, respectively, in the first five months of 2023.  Pressure mounts on issuers to enhance ESG disclosure: Although average support for E&S shareholder proposals appeared to fall over the last two years, the number that passed remains elevated and more ESG requests are being withdrawn for agreements. 26 E&S proposals won majority support at S&P 500 companies in 2022, compared to 17 and 30 in 2020 and 2021, respectively.  ESG activism out of favor with hedge funds: Rising inflation has placed ESG activism on the backburner for traditional activist hedge funds. 27 activist campaigns launched by primary- or partial-focus activists have featured environmental and/or social demands in the first five months of 2023, compared to 43 in the same period a year prior.  Join the conversation about the report using the hashtag #InsightiaESG on Twitter and LinkedIn.

In 2020, AmerisourceBergen Corporation agreed to settle thousands of lawsuits filed nationwide against the company for its opioid distribution practices, which critics alleged had contributed to the opioid crisis. AmerisourceBergen's legal and financial troubles were accompanied by shareholder demands aimed at holding the company's leadership accountable for their role in the addiction crisis. Should the board reduce the executives' pay, or would that ignore the larger issue of a business's responsibility to society?

In this episode of the Above Board podcast, Morrison Foerster partner and host Dave Lynn discusses shareholder activism with the firm's global Mergers & Acquisitions Group co-chairs, Spencer Klein and Brandon Parris. They discuss the key shareholder activism developments that boards of directors should be considering in 2023, including the latest developments with proxy contests and M&A activism, the rise of the “occasional activist,” the use of ESG considerations in advancing campaigns and the recent implications of the SEC's universal proxy rule.

WaterStone

0:00 -- Intro.1:38 -- Start of interview.3:23 -- Kate's origin story and her professional background.4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it's working effectively." "The show does a very good job in linking governance with shareholder value."10:30 -- The role of the board in CEO succession.  Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)54:31 --   Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall's request for a delay and Logan's refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls?   1:01:00-- Other thoughts for directors from Season 1 of Succession:Litigation risks from M&A. Leadership.Company Culture.Government and Regulatory matters. Corporate Purpose and ESG (and political interplay).Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

This episode is part of our new Capital Series hosted by MCJ partner, Jason Jacobs. This series will explore a diverse range of capital sources and the individuals who drive them. From family offices and institutional LPs to private equity, government funding, and more, we'll take a deep dive into the world of capital and its critical role in driving innovation and progress. Will Tickle is a partner, senior investment advisor, and director of impact investing for Ballentine Partners. Ballentine Partners is a wealth management firm that prioritizes the needs of its clients while maintaining integrity and independence. The firm offers customized investment solutions and planning expertise to a wide range of clients, from individual professionals and entrepreneurs with liquid assets of $3.5 million to multi-generational families with assets worth over a billion dollars.In this episode, Jason and Will discuss his process for defining impact and which areas are important for his client's portfolios. They also cover the balance of impact between the firm's contributions and those from the clients directly. Will shares how his clients' impact investments have evolved since the firm's first involvement in 2005. Lastly, they explore where climate and climate tech fit into all of this. Enjoy the show! In this episode, we cover: [2:49] An overview of Ballentine Partners[4:25] How the firm's clients inspired its approach to climate investing[7:09] Will's background and focus on impact[9:27] The firm's ethos to serving clients[11:58] How Ballentine Partners applies an impact lens to its existing portfolio of assets[14:10] What Ballentine is hearing from clients[17:01] Challenges of assessing impact across an entire portfolio[19:23] How Ballentine balances impact with returns[23:55] Capitalism and its role in the future of the clean energy transition ahead[29:24] Changes to inspire widespread adoption of impact investing[32:40] The role of shareholder activism[34:17] Ballentine's impact reports[37:35] Who Ballentine wants to work withGet connected: Jason JacobsWill Tickle / Ballentine PartnersMCJ Podcast / Collective*You can also reach us via email at info@mcjcollective.com, where we encourage you to share your feedback on episodes and suggestions for future topics or guests.Episode recorded on April 4, 2023.  

Matt Saur is co-founder and partner of Woolery & Co., a strategic legal advisory boutique based in New York City that focuses on serving as a partner to its clients as they navigate complex and critical business, governance and strategic decisions. Mr. Saur began his career at Cravath, Swaine and Moore and was most recently the chief lieutenant in the M&A, Shareholder Activism and Corporate Governance group at King & Spalding, where he co-led the family office initiative at the firm.Ronald Skelton and Mathew Saur discussed the different roles that can exist in the world of business consulting. They discussed how they each got into the field and their respective career paths. Saur began his career in a large firm doing litigation but decided it was not for him. He started his own firm and focuses on the 'premium piece' of consulting- where there is a personal connection and understanding of the business.Watch it on Youtube: https://youtu.be/XbnDVlUrySI--------------------------------------------------Contact Mathew onLinkedin: https://www.linkedin.com/in/mathew-saur-01303919b/Website: http://wooleryco.com/Twitter: https://twitter.com/MDS111990-------------------------------------------------How2Exit Joins ITX's Channel Partner Network!-Why ITX? Since 1998, ITX has created $5 billion in value by selling more than 225 IT businesses in 20 countries. ITX works exclusively with IT-enabled businesses generating between $5M and $30M who are ready to be sold, and M&A decision-makers who are ready to buy. For over 25 years ITX has developed industry knowledge that helps them determine whether a seller is a good fit for their buyers before making a match."Out of all of the brokers I've met, this team has the most experience and I believe the best ability to get IT service businesses sold at the best price" - Ron SkeltonThe ITX M&A Marketplace we partnered with has a proprietary database of 50,000+ global buyers seeking IT Services firms, MSPs, MSSPs, Software-as-a-Service platforms, and channel partners in the Microsoft, Oracle, ServiceNow, and Salesforce space.If you are interested in learning more about the process and current market valuations, complete the contact form and we'll respond within one business day. Everything is kept confidential.Are you interested in what your business may be worth? Unlock the value of your IT Services firm, visit https://www.itexchangenet.com/marketplace-how2exit and complete the contact form.Our partnership with ITX focuses on deals above $5M in value. If you are looking to buy or sell a tech business below the $5M mark, we recommend Flippa.Flippa - Real Buyers, Real Sellers - Where the Real Deals Are MadeVisit Flippa - https://www.dpbolvw.net/click-100721038-15233003 -------------------------------------------------

In this episode of S&C's Critical Insights podcast series, Olivier de Vilmorin, head of the Firm's European M&A practice, discusses the measures proposed by France's securities regulator, the Autorité des marchés financiers (the “AMF”), concerning shareholder activism. Following a growing number of activist campaigns in France over the past several months, the AMF has clarified its position with pragmatic and constructive proposals to better control excessive behavior in shareholder activism campaigns, without preventing them. Olivier explores how these proposals will improve transparency and dialogue between shareholders and issuers and also strengthen AMF's response capabilities during activist campaigns.

Even the world's largest companies aren't immune to activist investors. With the management teams of large-cap companies attracting the attention of activism campaigns, what are the implications for corporate strategy and shareholders? In the latest episode of Exchanges at Goldman Sachs, Goldman Sachs' Avinash Mehrotra, co-head of America's M&A, who runs activism, shareholder advisory and takeover defense practices, along with Pamela Codo-Lotti, who serves as the global chief operating officer for the practice in Global Banking & Markets, discuss the rise in shareholder activism campaigns, especially among large-cap companies.

0:00 -- Intro.1:35 -- Start of interview.4:35 -- About his new book "The Profit Motive, Defending Shareholder Value Maximization" (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require.9:23 -- His take on why we should care about corporate purpose.13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value. 16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management." 42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."51:57 -- On the compliance industry.  The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."53:50 -- On large asset managers passing-through voting power to beneficial owners.  "I'm deeply skeptical."55:44 -- The books that have greatly influenced his life: Mere Christianity, by C.S. Lewis (1952)Insider Trading and the Stock Market, by Henry G. Manne (1966)Fundamentals of Corporation Law, by Michael Dooley (1995)56:07 -- His mentors, and what he learned from them. Michael Dooley, who taught at the University of Virginia School of Law.56:48 --  Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]57:07 --   An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.57:46 --   The living person he most admires: Bishop Robert Barron.Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.__ You can follow Stephen on social media at:Twitter: @PrawfBainbridgeBlog: https://www.professorbainbridge.com/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Activism is once again front and center in the news lately with several high-profile situations taking the spotlight, from Trian and Disney (DIS) to Elliott and Salesforce (CRM). Thus it was timely to sit down with one of the experts in the activist landscape Michael R. Levin, founder of The Activist Investor and experienced board director and investor. Michael and David discuss:- Refresher on UPC contested shareholder voting - How have activist contests been affected since the rule change- Settlements vs. voting, what are the trends?- Land & Buildings / Apartment Investment contest- What are activists doing to take advantage of the new rules?- How are companies and boards responding to UPC?- What to look out for the rest of 2023? ESG Proponents?Learn more about Michael R Levin and the activist investor at The Activist Investor