#corpgov — Public Fediverse posts

How 3 individual shareholder advocates shaped Rule 14a-8 and what pressures now threaten the individual's cornerstone role in investor rights.

Is there anyone on the horizon interested in continuing this tradition, or will individuals be totally replaced by wonderful institutions like As You Sow and the Interfaith Center on Corporate Responsibility (ICCR), as well as funds like the Office of the New York City Comptroller https://www.corpgov.net/2026/05/three-individual-shareholder-advocates/ #corpgov #ESG

From Corporate Disenfranchisement to Shared Capitalism https://www.corpgov.net/2026/03/from-corporate-disenfranchisement-to-shared-capitalism/ Sergio Alberto Gramitto Ricci & Christina Sautter, describe the “rights–power gap.” I discuss possible solutions. #corpgov #corporategovernance #ESG

Adam Smith’s insights into ownership and incentives illuminate the next evolution of capitalism. Expanding employee ownership reconnects productivity, responsibility, and prosperity. https://www.corpgov.net/2026/03/adam-smith-capitalism-and-employee-ownership/ #corpgov #ESOP #employeeownership #démocracy

Rule 14a-8; AlanPalmeter's proposal would entrench managers and weaken the only scalable tool most investors have to hold boards accountable https://www.corpgov.net/2026/02/rule-14a-8-a-failed-experiment-in-merit-regulation-still/ #NoActionProcess, #PoliticalSpending, #ProxyRules, #ProxySeason, #proxyvoting, #PublicPensions, #RaceToTheBottom, #Reincorporation, #RetailInvestors, #Rule14a8, #Rule14a9, #SecuritiesLaw, #ShareholderRights, #ShareholderVoice, #StateCompetition, #SystemicRisk, #UniversalOwners, #Accountability, #CorpGov, #ESG, #SEC, #stewardship

Rule 14a-8; AlanPalmeter's proposal would entrench managers and weaken the only scalable tool most investors have to hold boards accountable https://www.corpgov.net/2026/02/rule-14a-8-a-failed-experiment-in-merit-regulation-still/ #NoActionProcess, #PoliticalSpending, #ProxyRules, #ProxySeason, #proxyvoting, #PublicPensions, #RaceToTheBottom, #Reincorporation, #RetailInvestors, #Rule14a8, #Rule14a9, #SecuritiesLaw, #ShareholderRights, #ShareholderVoice, #StateCompetition, #SystemicRisk, #UniversalOwners, #Accountability, #CorpGov, #ESG, #SEC, #stewardship

Shareholder Primacy- What Are the Costs of Weakening Shareholder Primacy? Bennett, et al. (2025). DExit; costly to shareholders & society https://www.corpgov.net/2026/02/shareholder-primacy/ #corpgov #ESG #DExit #corporategovernance

Shareholder Primacy- What Are the Costs of Weakening Shareholder Primacy? Bennett, et al. (2025). DExit; costly to shareholders & society https://www.corpgov.net/2026/02/shareholder-primacy/ #corpgov #ESG #DExit #corporategovernance

Shareholder Primacy- What Are the Costs of Weakening Shareholder Primacy? Bennett, et al. (2025). DExit; costly to shareholders & society https://www.corpgov.net/2026/02/shareholder-primacy/ #corpgov #ESG #DExit #corporategovernance

Shareholder Primacy- What Are the Costs of Weakening Shareholder Primacy? Bennett, et al. (2025). DExit; costly to shareholders & society https://www.corpgov.net/2026/02/shareholder-primacy/ #corpgov #ESG #DExit #corporategovernance

On #Music for #Democratic #Corpgov, you can now play all songs, play one, download, and change the speed. https://www.corpgov.net/music-for-a-democratic-corporate-governance/

Today's post is Costco-Walmart, France-USA. To avoid precarity, predistribute costs; don't externalize them. Universal ownership should change how #Fiduciary duty is defined.
Inequality and externalizing costs are design choices https://www.corpgov.net/2026/02/costco-walmart-and-france-internalization-as-governance-design/

On #Music for #Democratic #Corpgov, you can now play all songs, play one, download, and change the speed. https://www.corpgov.net/music-for-a-democratic-corporate-governance/

Today's post is Costco-Walmart, France-USA. To avoid precarity, predistribute costs; don't externalize them. Universal ownership should change how #Fiduciary duty is defined.
Inequality and externalizing costs are design choices https://www.corpgov.net/2026/02/costco-walmart-and-france-internalization-as-governance-design/

On #Music for #Democratic #Corpgov, you can now play all songs, play one, download, and change the speed. https://www.corpgov.net/music-for-a-democratic-corporate-governance/

Today's post is Costco-Walmart, France-USA. To avoid precarity, predistribute costs; don't externalize them. Universal ownership should change how #Fiduciary duty is defined.
Inequality and externalizing costs are design choices https://www.corpgov.net/2026/02/costco-walmart-and-france-internalization-as-governance-design/

Voluntary Exempt Solicitations Prohibited: SEC limits meaningful influence to large shareholders, silencing dissent and fostering oligarchy. Shareholder proposals and "Vote-No" campaigns will be severely impacted. #corpgov #democracy

One possible course of action would be to seek injunctive relief. See draft language at https://www.corpgov.net/2026/01/voluntary-exempt-solicitations-prohibited/

I don't want to stand by idly while even our weak form of democratic capitalism is dismantled, replaced by an oligarchy or criminal dictatorship.

Governance Structures Missing in Martin Whittaker's Vision of a moral form of #capitalism. Formal #CorpGov mechanisms are needed for voice & impact. https://www.corpgov.net/2026/01/governance-structures-missing-in-whittakers-vision/ #ESG #Stakeholders #ESOPs #employeeownership Also posted a new song: "A Seat at the Table," as well as link to music catalog, including "All the Brains in the Room" #stakeholders #ESG #workers #employees #ESOPs

Governance Structures Missing in Martin Whittaker's Vision of a moral form of #capitalism. Formal #CorpGov mechanisms are needed for voice & impact. https://www.corpgov.net/2026/01/governance-structures-missing-in-whittakers-vision/ #ESG #Stakeholders #ESOPs #employeeownership Also posted a new song: "A Seat at the Table," as well as link to music catalog, including "All the Brains in the Room" #stakeholders #ESG #workers #employees #ESOPs

CorpGov.net 2025 Proxy Season Results exceeded historical averages. Won 15; lost 5. I discuss topics and future possibilities. https://www.corpgov.net/2026/01/corpgov-net-2025-proxy-season-results/

#corpgov #ESG #lobbying #RightToCure #Declass #SOK #workplace #WorkplaceDemocracy

CorpGov.net 2025 Proxy Season Results exceeded historical averages. Won 15; lost 5. I discuss topics and future possibilities. https://www.corpgov.net/2026/01/corpgov-net-2025-proxy-season-results/

#corpgov #ESG #lobbying #RightToCure #Declass #SOK #workplace #WorkplaceDemocracy

CorpGov.net 2025 Proxy Season Results exceeded historical averages. Won 15; lost 5. I discuss topics and future possibilities. https://www.corpgov.net/2026/01/corpgov-net-2025-proxy-season-results/

#corpgov #ESG #lobbying #RightToCure #Declass #SOK #workplace #WorkplaceDemocracy

CorpGov.net 2025 Proxy Season Results exceeded historical averages. Won 15; lost 5. I discuss topics and future possibilities. https://www.corpgov.net/2026/01/corpgov-net-2025-proxy-season-results/

#corpgov #ESG #lobbying #RightToCure #Declass #SOK #workplace #WorkplaceDemocracy

Special Shareholder Meetings Rights Needed at over 500 identified companies https://www.corpgov.net/2025/12/special-meetings-become-an-advocate/ How and where to file. Become an Advocate series also covers Declassify Boards, Proxy Access #corpgov #ESG #Democracy #DEI #climate #ESOPs #inequality https://www.corpgov.net/wp-content/uploads/2025/12/Special-Meetings_-Our-Right-to-be-Heard.mp3

Matteo Gatti’s Corporate Power and the Politics of Change brilliantly exposes how corporations act as unelected governors, risking democracy’s erosion. In contrast to Carole Pateman’s participatory ideal, Gatti urges constitutional constraint. Nell Minow’s transparency and shareholder activism extend his vision, offering practical pathways to democratize corporate power from within. https://www.corpgov.net/2025/12/matteo-gatti-corporate-power-and-the-politics-of-change/ #corpgov #ESG #democracy

Online Prediction Markets: The Bet That Broke the Nation. It could have a greater impact on all of us than anything Trump has done so far. https://www.corpgov.net/2025/12/online-prediction-markets-trumped-again/

#corpgov #capitalmarkets #democracy #Trump #TrumpJr Yikes!

Companies with Proxy Access are more accountable & more valuable. This right is increasingly essential. I use my proposal at Axon as an example and provide a list of more than 500 companies where you could file similar proposals. https://www.corpgov.net/2025/12/proxy-access-needed-become-an-advocate/ #corpgov #ESG

Shareholder Proposal Thresholds, although limited primarily to the rich, provide all investors a sense of agency in grounding capital markets. Take action: Submit Comments by Dec 3rd. https://lnkd.in/gGiH2u7u #shareholders #shareholderrights #shareholderproposals #investors #investorrights #corpgov #ESG #SEC #capitalmarkets #democracy

Shareholder Proposal Thresholds, although limited primarily to the rich, provide all investors a sense of agency in grounding capital markets. Take action: Submit Comments by Dec 3rd. https://lnkd.in/gGiH2u7u #shareholders #shareholderrights #shareholderproposals #investors #investorrights #corpgov #ESG #SEC #capitalmarkets #democracy

Attorneys General threaten US companies, trade officials, and standard‑setting groups if they refuse to violate European Union laws. https://www.corpgov.net/2025/11/attorneys-general-seek-to-extend-trumpism-to-the-eu/ #corpgov #ESG #sustainability #EU #corporatelaw #Trump #Trumpism

Attorneys General threaten US companies, trade officials, and standard‑setting groups if they refuse to violate European Union laws. https://www.corpgov.net/2025/11/attorneys-general-seek-to-extend-trumpism-to-the-eu/ #corpgov #ESG #sustainability #EU #corporatelaw #Trump #Trumpism

Attorneys General threaten US companies, trade officials, and standard‑setting groups if they refuse to violate European Union laws. https://www.corpgov.net/2025/11/attorneys-general-seek-to-extend-trumpism-to-the-eu/ #corpgov #ESG #sustainability #EU #corporatelaw #Trump #Trumpism

Attorneys General threaten US companies, trade officials, and standard‑setting groups if they refuse to violate European Union laws. https://www.corpgov.net/2025/11/attorneys-general-seek-to-extend-trumpism-to-the-eu/ #corpgov #ESG #sustainability #EU #corporatelaw #Trump #Trumpism

Attorneys General threaten US companies, trade officials, and standard‑setting groups if they refuse to violate European Union laws. https://www.corpgov.net/2025/11/attorneys-general-seek-to-extend-trumpism-to-the-eu/ #corpgov #ESG #sustainability #EU #corporatelaw #Trump #Trumpism

The Proxy Voting Choice Revolution could determine who will control American corporations. Will it be real people or algorithms focused on short-term stock prices? Will genuine fiduciary duty please stand up? https://www.corpgov.net/2025/10/the-proxy-voting-choice-revolution-quick-thoughts/ #corpgov #ESG #proxyvoting #iconik

The Proxy Voting Choice Revolution could determine who will control American corporations. Will it be real people or algorithms focused on short-term stock prices? Will genuine fiduciary duty please stand up? https://www.corpgov.net/2025/10/the-proxy-voting-choice-revolution-quick-thoughts/ #corpgov #ESG #proxyvoting #iconik

The Proxy Voting Choice Revolution could determine who will control American corporations. Will it be real people or algorithms focused on short-term stock prices? Will genuine fiduciary duty please stand up? https://www.corpgov.net/2025/10/the-proxy-voting-choice-revolution-quick-thoughts/ #corpgov #ESG #proxyvoting #iconik

Reply from the CEO of BacTech Environmental

Well, that was fast. Only a few hours after I published my post about BacTech Environmental this morning, CEO Ross Orr sent this reply — drafted, he notes, by BacTech’s lawyer.

The requirement [when it comes to requesting an extension for holding an AGM] is that an application be made to the court of competent jurisdiction in order to have a waiver/extension of the meeting prior to the deadline. BacTech did not have the means to hold a meeting and neither of the means to pay for legal counsel to ask for an extension.

It is the reason why Resolution  #3 in under the heading “Past annual general/special meetings” exists (page 9 of the Circular). We also ask for the approval that will allow us to move forward with a court order to authorize the failure to respect the CBCA.

Essentially asks that the shareholders to forgive past sins [sic], and if deemed necessary, proceed to a court order, including:

3. The Shareholders, hereby approved, ratify and adopt all past acts of the board during 2021 2022 and 2023, notwithstanding the failure to hold an annual or special general meeting or hereby consent to an order of a court or such applicable security commission if necessary, outstanding any efficient deficiency of the corporation and compliance with Part XII (shareholders meetings), Part XIII (proxy solicitation) and Part XIV (financial disclosure) of the Canada Business Corporations Act for the financial years end of 2021, 2022 and 2023.

While there are technical flaws in this approach, it is an approach which allows clearing them up without the additional cost for legal fees (prior to the meeting), and asking a court to clarify this. The fact that, as a reporting issuer, BacTech has continued to respect its obligations for continuous disclosure, including the filing of financial statements would, in our view, allow a court to proceed with such an order upon our application.

So, the company did not ask the Court for an extension for calling an annual meeting for the same reason it did not hold an annual general meeting: “cost.”

I can appreciate the need to keep the purse strings tight. This is a relatively small company, with a market cap of less than $10 million CAD, trying to do some technically very difficult projects. Still, I wonder if what prevented the company from holding an AGM was not lack of resources so much as lack of resourcefulness — or maybe disordered priorities. I like to think that a company can be both scrappy and responsibly governed.

While I can’t set aside all my initial concerns, I am impressed by the promptness of the reply and its elements of candor (e.g., “past sins,” “technical flaws”). Now to sit down again with the management circular and ballot, and reconsider.

Postscript 11 September 2025: In filings on SEDAR from the period in question, the company tells the same story it tells here: it cannot meet administrative costs and other financial obligations, and there is “serious and significant doubt about the Company’s ability to operate as a going concern.” That’s from a 2022 filing. The trouble I’m having after reviewing this and other filings is not with the company’s failure (or inability, but it amounts to the same thing) to comply with Canadian securities law per se; it’s not even primarily with the company’s failure to communicate with shareholders during this period, though that would have been helpful. The main problem I am wrestling with is the language of the two resolutions mentioned in my original post on this topic. It is so sweeping, and asks shareholders to “forgive” (BacTech’s word) so many actions — basically to approve every decision taken by the Board over the three-year period when it did not (or could not) meet and consult with shareholders. So I am still a “no” on these proposals, but I understand the Board’s position and appreciate the difficulties it had. 

Update 17 September 2025: Both resolutions passed, leaving me in the dissenting minority — a position I’m in more often than not.

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#BAC #compliance #corpgov #corporateGovernance #investing #shareholderCommunications #shareholderRights

Does the Board of BacTech Environmental Corporation Expect Shareholders to Wink at Years of Non-Compliance?

I’ve just written to the investor relations people at BacTech Environmental Corporation to get some background information on two extraordinary resolutions included on this year’s proxy form.

Both resolutions have to do with the Board’s failure to hold an annual general meeting for several years in a row.

As a result of insufficient financial resources for the years ended 2021, 2022 and 2023, the Corporation has not held its annual general meeting of shareholders pursuant to section 133 of the Canada Business Corporation’s [sic] Act. The Corporation has complied with its continuous disclosure obligations and filed, among other things, its audited and interim financial statements…as required.

There is (on page 9 of the management circular) a broad resolution asking shareholders to “approve, consent, and/or waive the Corporation’s deficiencies with respect to providing notice of and holding its annual general meeting.” It’s a request for blanket absolution, extending from non-compliance with section 79 of the Ontario Securities Act (which has to do with sending out regular financial statements to Ontario shareholders) to past appointments of auditors, and “all past acts of the Board, all lawful acts, contracts, proceedings, appointments, and payments” over the last four years or so.

Another resolution, Ratification of Stock Option Plan (on page 8 of the circular), asks shareholders to ratify and approve retroactively “all past issuance of stock options granted by the board” for fiscal years 2021-2024, “notwithstanding any defect or non-compliance with annual general meeting requirements.”

Right now, I am set on voting against both resolutions.

The Board appears to be looking for release from its obligations to shareholders and legal cover. Essentially, these two resolutions ask shareholders to do for the Board of BacTech Environmental what the Board of BacTech Environmental failed to do for shareholders: namely, bring the Board, and the company, into compliance with Canadian securities law. And while I am aware of the company’s cash flow problems, as indicated by this chart, I still have some trouble accepting the explanation that “insufficient financial resources” are the reason for the board’s failure to hold an annual general meeting. It seems more like a lack of resourcefulness — or, worse, negligence or indifference. This impression may simply be due to the fact that the Board has in its communications with shareholders done a poor job at explaining itself.

I would also like to know (and this is the question I put to the BacTech investor relations people) whether the Board applied for a Court order extending the time for calling an annual meeting in 2021, 2022, and 2023, as described in Section 133 subsection 3 of the Business Corporations Act. A quick search on SEDAR didn’t bring up anything, but maybe there’s another place where a record of these applications would be kept. Timely application for extension each year would at least indicate that the Board was making a good faith effort to comply with the law and was trying to do right by shareholders.

At the moment, the answer to the question asked by my title seems to be “yes,” but I am open to hearing the Board’s side. If I get a response from BacTech before the 12 September voting deadline, I will post it here and revisit my proxy.

Update: I heard back from the CEO of BacTech just a few hours after posting this. See this post.

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#BAC #compliance #corpgov #corporateGovernance #governance #nonCompliance #risk #shareholderCommunications #shareholderRights

Trump called for Intel's Lip-Bu Tan to step down on August 7. On August 11, Tan agreed to cough up 10% of Intel.

The board must approve material actions with well-informed due care.

I'm an Intel shareholder and would consider joining legal action. #corpgov #ESG #Intel #FicuciaryDuty #litigation

Elon Musk, his useless board and the other entrenched corporate leaders and state representatives trying to extinguish shareholder rights ignore the increased investment risk and cost of capital. I'm quoted today in the @nytimes. #corpgov https://www.nytimes.com/2025/08/16/business/dealbook/texas-incorporation-delaware.html?smid=nytcore-ios-share&referringSource=articleShare

Where lawful corporate governance ends and the personalist regime begins

I embarrassed myself when, back in January, I asked whether wind energy investors had standing to sue the Trump administration over a presidential memorandum pausing all federal approvals for wind power development. I was suffering at the time from the delusion — common to most writers, I suppose — that readers would respond or at least consider the point. Instead, crickets. I guess it was what the experts would call a dumb question, which wouldn’t be the first one I’ve asked and won’t be the last, or it just wasn’t the sort of thing that grabs people’s attention nowadays. (I would never claim to have my finger on the popular pulse.) In any case, it was a failed bid.

I was, however, on to something. I just didn’t know what, but now I think I have a slightly better idea. It’s not only that Trump’s Quixotic madness about windmills has been on full display ever since; “adverse market development in the US,” as an Ørsted executive euphemistically puts it, has interrupted big projects like Empire Wind and sent wind energy stocks plummeting. It’s also that Trump continues to assert his (unlawful) prerogative to control and extort companies, whole industries, and markets.

Acting arbitrarily, corruptly (witness the Paramount or Tim Cook bribes), and with undisguised prejudice, Trump is trying to replace the invisible hand that we were supposed to believe was at work in the free market with his own bruised, rotting Chaos Monkey paw.

He has reserved for his regime a “golden share” as a condition for approving deals (auguring “a ‘meaningful shift’ in America’s approach to capital markets,” as a writer in the FT delicately puts it), spooked investors by calling unflattering economic data rigged, imposed import and export taxes with unfair exemptions for cronies and flatterers, arrogated to himself powers reserved for boards (witness the call, last week, for the CEO of Intel to step down), and repeatedly offended shareholder rights and prerogatives.

L’actionnaire c’est moi, or something like that, and though boards have gotten very good at ignoring ordinary investors, they are hardly known for standing up to this kind of political pressure. As for CEOs, they have shown that they are all too ready to capitulate and collude.

This non-stop chaos, oafish meddling, and strong-arm interference may at times look clownish, but it will have serious consequences. Sure, it creates “uncertainty” (the rhetorical fig leaf the business press uses when the Chaos Monkey exposes himself), and of course it will lead to misallocation of capital. But that’s hardly the main trouble.

It marks the spot where lawful corporate governance (such as we knew it) ends and the personalist regime begins.

Greg Ip, with whom I usually disagree, appears to make a fair point when he calls this “State Capitalism with American Characteristics,” but I would prefer State Capitalism with Coherent Industrial Policy to to what we actually have, and Ip’s label doesn’t quite capture the personalist element: L’etat c’est moi donc l’actionnaire c’est moi, or something like that.

Let’s just say that it looks like we are heading for — or perhaps we are already in the throes of — a full-blown governance crisis. It may already be too late to push back, but it sure would be nice to see boards and big institutional investors try.

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#AAPL #DNNGY #INTC #PARA #autocracy #capitalMarkets #corpgov #corporateGovernance #corruption #cronyism #freeMarkets #kakistocracy #kleptocracy #liberty #personalism #personalistRegime #ruleOfLaw #shareholderRights

I reflect on my corporate governance influences, our lack of progress, and even backsliding. Where did I/we go wrong? Nell Minow's Keynote to ICGN offers hope. https://www.corpgov.net/2025/08/nell-minow-and-other-major-influences/ #corpgov #ESG

https://valueedgeadvisors.com/2025/06/22/texas-moves-to-regulate-proxy-advisors/ This is a blatant abuse of power; like telling people in Texas they can't subscribe to out-of-state newspapers. #corpgov #democracy

HB 4115 (Texas) would allow companies like Tesla to opt out of shareholder proposals like declassifying the Board, as well as social and environmental initiatives. Take Action! All readers should take whatever action they can. Those in Texas can quickly send your opposition to the entire House. #corpgov #ESG #democracy #Texas

https://www.corpgov.net/2025/05/hb-4115-texas-to-gut-shareholder-rights/

ICCR AGM Reporting Form is now open to all shareholders! Take Action! Report on every annual general meeting (AGM) you attend in 2025. https://www.corpgov.net/2025/05/iccr-agm-reporting-form-meeting-feedback-form/ #corpgov #ESG #AGM #shrareholderrights

ICCR AGM Reporting Form is now open to all shareholders! Take Action! Report on every annual general meeting (AGM) you attend in 2025. https://www.corpgov.net/2025/05/iccr-agm-reporting-form-meeting-feedback-form/ #corpgov #ESG #AGM #shrareholderrights

ICCR AGM Reporting Form is now open to all shareholders! Take Action! Report on every annual general meeting (AGM) you attend in 2025. https://www.corpgov.net/2025/05/iccr-agm-reporting-form-meeting-feedback-form/ #corpgov #ESG #AGM #shrareholderrights

ICCR AGM Reporting Form is now open to all shareholders! Take Action! Report on every annual general meeting (AGM) you attend in 2025. https://www.corpgov.net/2025/05/iccr-agm-reporting-form-meeting-feedback-form/ #corpgov #ESG #AGM #shrareholderrights

I signed another letter to protect our dwindling right to not live under tyranny. After the usual questions like name, organization, position, etc., I came to the final question: What is your cell number? My first thought was: How would I know my cell number? I haven’t been locked up yet. #corpgov #democracy

https://www.freefloat.llc/shareholderprimacy/nell-minow-valueedge-advisors Great conversation between two of my favorites: Michael Levin and Nell Minow @nellminow.bsky.social. Please get to know them so we can live in a more informed world. #corpgov #ESG

Let me be among the first to remind corporate board members that President Trump's bonehead tariffs do not justify new stock and option awards to make up for not meeting incentive compensation targets. If we lose money, you lose money. #corpgov

See if You Can Count The Appalling Distortions in this Skewed, Gaslighting Defense of Delaware’s New Anti-Shareholder Legislation #corpgov
https://valueedgeadvisors.com/2025/03/30/see-if-you-can-count-the-appalling-distortions-in-this-skewed-gaslighting-defense-of-delawares-new-anti-shareholder-legislation/

Commented on FCLTGlobal report, Beyond the Blame Game: Why the Proxy System Needs to Change. (added to prior post https://www.corpgov.net/2024/12/pre-disclosing-proxy-votes-bradley-august/ ) Reads like DOGE technocrats dismantling government to privatize democracy international transhumanist billionaires who believe they can live forever by merging with machines. Still, the report is the consensus of some of the world’s most important and influential organizations. As such, it is worth reading and discussing. #corpgov #ESG #proxies #proxysystem