Shareholder Primacy
Episodes
Precatory proposal at BJ, activism at SNAP
08 Apr 2026
Contributed by Lukas
Ann and Mike talk about a precatory proposal at BJ and activism at SNAP
What’s going on at the SEC
01 Apr 2026
Contributed by Lukas
Ann and Mike talk about recent developments at the SEC
XOM domicile; pending proxy contests
18 Mar 2026
Contributed by Lukas
Ann and Mike talk about Exxon’s proposed move to New Jersey, and pending proxy contests this year
Another controller lawsuit; proxy advisors and exec comp
11 Mar 2026
Contributed by Lukas
Ann and Mike talk about EngageSmart and proxy advisors and executive compensation
State regulation of proxy advisors
25 Feb 2026
Contributed by Lukas
Mike and Ann talk about how states have begun the process of regulating proxy advisors.
Musk securities fraud; Warner Brothers Discovery update
18 Feb 2026
Contributed by Lukas
Mike and Ann talk about a(nother) Twitter securities fraud case against Musk, the latest in WBD
Warner Brothers Discovery
28 Jan 2026
Contributed by Lukas
Mike and Ann talk about the contest for Warner Brothers Discovery between Netflix and Paramount Skydance
Mailbag!
21 Jan 2026
Contributed by Lukas
Mike and Matt Moscardi sort through the mailbag
What to read in 2026
14 Jan 2026
Contributed by Lukas
Books:The Modern Corporation & Private Property, Adolph A. Berle and Gardner MeansFoundations of Organizational Strategy, Michael C. JensenExit, V...
Tesla, activist board nominees
07 Jan 2026
Contributed by Lukas
Ann and Mike talk about the Tornetta decision and how activists recruit director candidates
2026 Predictions with Matt Moscardi + Damion Rallis of the Proxy Countdown podcast
17 Dec 2025
Contributed by Lukas
2026 Predictions with Matt Moscardi + Damion Rallis of the Proxy Countdown podcast
What Activists Are Doing Right Now
10 Dec 2025
Contributed by Lukas
Ann and Mike talk about what activists are actually doing at this time of the year
Proxy Advisors and Activism
03 Dec 2025
Contributed by Lukas
Ann and Mike talk about how ISS and Glass Lewis are responding to legal pressure and the likely effects on activism.
Kyle Pinder on shareholder proposals under Delaware law
19 Nov 2025
Contributed by Lukas
Mike talks with attorney Kyle Pinder about his research about shareholder proposals under Delaware law.
Legal and financial questions of Pfizer-Novo-Metsera
12 Nov 2025
Contributed by Lukas
Ann and Mike talk about the competition between Pfizer and Novo Nordisk to acquire Metsera
Relationship of federal and state corporation law
05 Nov 2025
Contributed by Lukas
Ann and Mike talk about the relationship of federal and state corporate law.
Universal proxy after three years
29 Oct 2025
Contributed by Lukas
Ann and Mike talk about universal proxy after three years
Shareholder proposals and Delaware law
22 Oct 2025
Contributed by Lukas
Ann and Mike talk about SEC Chair Atkins’ speech before the Weinberg Center about shareholder proposals and their relation to Delaware law
Majority vote standards, bylaw amendments
15 Oct 2025
Contributed by Lukas
Ann and Mike talk about majority vote standard proposals and amending bylaws and certificates of incorporation
M&A litigation, corporate personhood
08 Oct 2025
Contributed by Lukas
Ann and Mike talk about M&A litigation in a recent important case and whether corporations are people
Mandatory Arbitration
01 Oct 2025
Contributed by Lukas
Ann and Mike talk about the SEC’s new position on mandatory arbitration for federal securities claims.
Quarterly reporting, XOM
24 Sep 2025
Contributed by Lukas
Ann and Mike talk about whether companies will still need to report quarterly financials and a new ExxonMobil proxy voting plan for retail shareholder...
TSLA director comp, AGM
10 Sep 2025
Contributed by Lukas
Ann and Mike talk about Tesla (again) including the Delaware Supreme Court case challenging director compensation, and the new proposed pay package fo...
Constituency statutes, Intel
03 Sep 2025
Contributed by Lukas
Ann and Mike talk about Intel and answer a mailbag question about constituency statutes in Canada and the US
Musk’s pay, plus ESG and Anti-ESG Proposals
06 Aug 2025
Contributed by Lukas
Ann and Mike talk about a new comp plan for Elon Musk at TSLA and ESG and anti-ESG proposals.
Paramount and Caremark violations, CBRL advance notice bylaws
23 Jul 2025
Contributed by Lukas
Ann and Mike talk about a threatened Caremark lawsuit against Paramount, and CBRL’s advance notice bylaw changes
TSLA update, with an AGM
16 Jul 2025
Contributed by Lukas
Ann and Mike talk about Tesla’s upcoming annual shareholder meeting
Francine McKenna, The Dig
09 Jul 2025
Contributed by Lukas
Mike talks with Francine McKenna, writer and lecturer on public accounting, on current issues and controversies in accounting and corporate governance...
Andrew Droste, Columbia Threadneedle
25 Jun 2025
Contributed by Lukas
Mike talks with Andrew Droste of Columbia Threadneedle about leading corporate governance at a prominent investment fund.
Prof. Joe Grundfest and attorney Joel Fleming on Delaware contingency fees
18 Jun 2025
Contributed by Lukas
Ann and Mike talk to Prof. Joe Grundfest of Stamford Law and Delaware attorney Joel Fleming about contingency fees in Delaware securities litigationsh...
How activists and companies make life hard for each other
11 Jun 2025
Contributed by Lukas
Ann and Mike talk about the things activists and companies do to make life hard for each other.
Company towns with Brian Highsmith, Harvard Law School
04 Jun 2025
Contributed by Lukas
Mike talks with Brian Highsmith at Harvard Law School about company towns and the connection to corporate governance.
Texas and the internal affairs doctrine
28 May 2025
Contributed by Lukas
Ann and Mike talk about Texas’s corporate governance changes and their challenge to the internal affairs doctrine.
Earnout disputes, proxy advisors
14 May 2025
Contributed by Lukas
Ann and Mike talk about earnout disputes and litigation thereof, and the services of proxy advisors.
TSLA projections
07 May 2025
Contributed by Lukas
Ann and Mike talk about Elon Musk’s projections about TSLA’s business and PSLRA safe harbor for litigating them
Target lawsuit, soliciting explained
30 Apr 2025
Contributed by Lukas
Ann and Mike talk about a securities fraud lawsuit against Target on ESG, and about the definition of proxy solicitation
Proxy season so far, with Matt Moscardi
23 Apr 2025
Contributed by Lukas
Mike talks with Matt Moscardi of Free Float Analytics about the current proxy season, including what we’ve seen so far along with some interesting a...
Nell Minow, ValueEdge Advisors
16 Apr 2025
Contributed by Lukas
Mike talks with Nell Minow of Value Edge Advisors about her long and illustrious work in corporate governance and activism, and her views on current q...
Twitter securities lawsuit against Musk, bad corp gov
09 Apr 2025
Contributed by Lukas
Ann and Mike talk about a securities lawsuit against Musk concerning his acquisition of Twitter, and the Certificate of Bad Corp Gov.
Delaware statute amendments
02 Apr 2025
Contributed by Lukas
Ann and Mike talk about how the statute amendments in Delaware, and the impact on companies, activists, shareholders, and the state itself.
Private company investors, withhold votes
26 Mar 2025
Contributed by Lukas
Ann and Mike talk about how companies count their investors, and withhold the vote campaigns.https://www.businesslawprofessors.com/2024/10/openai-stuf...
Sarah Haan, Washington & Lee School of Law
19 Mar 2025
Contributed by Lukas
Mike talks with Sarah Haan of Washington & Lee School of Law, about the connections between shareholder democracy and civic democracy, and how the...
Jeff Gramm, Bandera Partners
12 Mar 2025
Contributed by Lukas
Mike talks with Jeff Gramm of Bandera Partners about his fund, his book Dear Chairman, and activist investing these days.
Delaware statute amendments
05 Mar 2025
Contributed by Lukas
Ann and Mike talk about prospective changes to Delaware corporation law, and the impact of these changes on activists, companies, shareholders, and th...
Form 13D/G filing rules
26 Feb 2025
Contributed by Lukas
Ann and Mike talk about the revisions to the rules about how investors disclosure their intentions on SEC Forms 13D and 13G, and the implications of t...
Activism so far in 2025, with Matt Moscardi of Free Float Analytics
19 Feb 2025
Contributed by Lukas
Mike and Matt Moscardi talk about what activists, companies, and shareholders can expect at annual meetings in the coming 2025 proxy season.
Companies staying private, rational apathy
12 Feb 2025
Contributed by Lukas
Ann and Mike talk about companies staying private, and about investor apathy
Lauren Thomas, Wall Street Journal
05 Feb 2025
Contributed by Lukas
Mike talks with Lauren Thomas, lead deals reporter at the Wall Street Journal, about notable activist situations, trends in activism, and what it’s ...
AGM control with Adriana Robertson and Slava Fos
29 Jan 2025
Contributed by Lukas
Mike talks with Adriana Robertson of the University of Chicago and Slava Fos of Boston College about ways companies control and sometimes manipulate a...
American Airlines and climate change, National Association of Corporate Directors
22 Jan 2025
Contributed by Lukas
Ann and Mike talk about the ERISA case against American Airlines, and the National Association of Corporate Directors.
Nasdaq diversity rules, how proxy advisors serve corporations
15 Jan 2025
Contributed by Lukas
Ann and Mike talk about the decision striking the Nasdaq diversity rules, and about ISS and Glass Lewis’s consulting services.
Fiduciary breaches, empty voting
08 Jan 2025
Contributed by Lukas
Ann and Mike talk about how investors aid and abet fiduciary breaches, and about empty voting in proxy contests
2024 recap
18 Dec 2024
Contributed by Lukas
Ann and Mike talk about what happened in 2024 and what’s on the horizon for 2025.
Tornetta update
11 Dec 2024
Contributed by Lukas
Ann and Mike talk about Chancellor McCormick’s final decision in Tornetta, refusing to give effect to the revote on Musk’s pay, and awarding attor...
Caremark, Working with Broadridge
04 Dec 2024
Contributed by Lukas
Ann and Mike talk about Delaware’s Caremark doctrine, and how it might change in the future. They also look at Broadridge and how activists can work...
Ben & Jerry’s, buying votes
20 Nov 2024
Contributed by Lukas
Ann and Mike talk about how Ben & Jerry’s got into an unusual governance relationship with its owner, Unilever, and how that relationship affect...
Corporate control and director say-on-pay
13 Nov 2024
Contributed by Lukas
Ann and Mike talk about what it means for a shareholder (or executive or director) to control a public company, how control works under corporate law,...
What makes a qualified director with Matt Moscardi
06 Nov 2024
Contributed by Lukas
Mike talks with Matt Moscardi of Free Float Analytics about what shareholders should and do look for in director candidates, and how to use advanced d...
Corporate purpose and companies suing shareholders
30 Oct 2024
Contributed by Lukas
Ann and Mike talk about what we mean when we look at corporate purpose, and how a shareholder lawsuit at META illustrating the debate on corporate pur...
Advance notice bylaws with Ben Bates
23 Oct 2024
Contributed by Lukas
Mike talks with Ben Bates of Harvard Law School about his analysis of advance notice bylaws, including the enviable dataset he built, why trends in ad...
Climate change, and the activist battle at Pfizer
16 Oct 2024
Contributed by Lukas
We have some interesting things we can talk about regarding the SEC’s climate change rules. And, we talk about the ongoing drama between Pfizer and ...
One person committees, and how activists think
09 Oct 2024
Contributed by Lukas
Ann and Mike talk about one-person special board of director committees, why they aren’t as odd as they sound, and why boards even need them. They a...
Section 10(b) claims, TSLA director say-on-pay
02 Oct 2024
Contributed by Lukas
Ann and Mike talk about a couple of recent cases that illustrate developments in both what the courts think, and what Congress and the SEC think, abou...
TripAdvisor, Shareholder Proposals
25 Sep 2024
Contributed by Lukas
Ann and Mike talk about corporate domiciles, how at least one company handles its desire to move from Delaware to Nevada, and what Delware and Nevada ...
Moelis and Delaware; advance notice bylaws
18 Sep 2024
Contributed by Lukas
Ann and Mike talk about a recent landmark case in Delaware addressing a shareholder's control over a board, what Delaware courts thought of that influ...
Updates from Tesla, and universal proxies in 2024
11 Sep 2024
Contributed by Lukas
Ann and Mike talk about the Tesla exec comp case, and how the shareholder vote to ratify Elon Musk’s pay plan might or might not change minds in Del...