Members of the Veris team, along with Veris supporters Laurie Emrich, Ellen Remmer, Caroline Gabel and Jed Sturman, recently met with the SEC to discuss rule changes that will severely restrict shareholder activism. The meeting was one of the only in-person conversations between the SEC staff and investors. This blog discusses the proposed changes.

Big Changes Afoot

The SEC is proposing a new system that will significantly limit the opportunities for non-institutional clients to exercise their shareholder rights in publicly traded companies, according to an analysis from Veris.  

Collectively, the changes would prohibit many Environmental, Social and Governance (ESG) shareholder proposals from being considered or reconsidered. We believe the new rules may also hinder activist shareholders from accomplishing the dual goals of shareholder engagement and portfolio diversification.

Not surprisingly, many public companies and the Business Roundtable support the winnowing of shareholder proposals, yet most companies wouldn’t be significantly impacted. Large companies predominantly receive the majority of shareholder proposals, but even that is infrequent. On average, public companies are presented with a shareholder proposal once every seven years, according to Veris.

At Veris, we believe shareholder engagement has been very productive and effective. It brings clients into the capital markets to make their voices heard. Often, our data and research motivate companies to implement new policies, even if the resolution fails. When we engage with companies early on, corporate accountability increases. Focusing on ESG-related risk that might otherwise be ignored, we believe, ultimately improves financial performance.

It is our role – working with clients and like-minded investors – to demonstrate leadership and promote change. We will continue to collaborate with US SIF and the SEC to uphold the current rights of shareholders. We will strive to maintain a fair balance between investors and company interests. As is important, we strongly believe the rights of individual investors should not be adversely affected.

Investors Who Oppose The SEC’s Changes

Laurie Emrich, Global Fund For Women

I am a long-time advocate working in social justice philanthropy. One of my SEC-related goals is to expand shareholder access and to increase diversity – to give more people a seat at the table. The SEC’s proposed changes will shut down access from shareholders and stakeholders. Instead, the SEC should advocate for more access and more voices. Interestingly, the Business Roundtable and global leaders in Davos this year supported increased corporate social responsibility and inclusion of a much broader range of stakeholders. Importantly, that includes local community members impacted by corporate actions. Unfortunately, the SEC’s proposed changes would take these ideas in the absolute opposite direction – and as such, are unacceptable.

Ellen Remmer, Senior Partner, The Philanthropic Initiative

As a former Madoff investor who was unwittingly defrauded, I wanted to become a more educated investor. Being involved in shareholder engagement has helped me achieve that objective, and it is incredibly powerful. It helps us understand more about our portfolio and a company’s values and priorities. As someone committed to educating investors about gender and climate risk, I believe active engagement promotes a stronger capital system. The SEC proposal works against that.

Caroline Gabel, CEO, Shared Earth Foundation

I very much want my family’s philanthropy and investments to reflect our values. In leading the Shared Earth Foundation and as a member of Rachel’s Network, I support active shareholder engagement. I’m strongly opposed to loss or threatened loss of our voices as shareholders. I don’t believe shareholders should be disenfranchised at the ballot box. 

Jed Sturman, Owner TD Athletes Edge and Consultant, Partner for Growth

As someone who works in private equity and has an MBA, I am troubled by short-term corporate thinking. I would like to see shareowners create long-term shareholder value. Shareholder engagement assures that companies understand shareowners’ desires and needs – and not just the perspective of board members.

 

The information contained herein is provided for informational purposes only and reflects the opinions of the author’s which are subject to change without notice.  Comments provided by Veris clients should not be construed as an endorsement of Veris or a statement of their experience with Veris.