February 25, 2015

Proxy Access: CalPERS & CalSTRS Weigh In

In this recent joint statement about climate change, CalPERS and CalSTRS note that they intend to ramp up their engagement efforts on this topic (remember that the NY Comptroller’s office sent proxy access shareholder proposals to 33 energy companies as part of its 75 access proposal initiative). In addition, CalSTRS updated its corporate governance principles noting that it would oppose any proxy access formula more stringent than 3%/3-years. Here’s an excerpt from CalSTRS’ related announcement:

“CalSTRS will, in the coming proxy season, support any shareholder proposal that includes a three-and-three group structure,” said Ms. Sheehan. “Our intention is to oppose any proxy access proposal with a structure more onerous than three-and-three ownership by a group of shareholders.” CalSTRS Corporate Governance unit will also urge fellow shareholders to withhold their votes from company directors who either exclude a three-and-three shareholder proposal from the proxy statement, or who deliberately preempt such a shareholder proposal with one of their own that establishes more excessive thresholds.

In addition, this Cooley blog notes comments from a BlackRock representative about proxy access. And, I finally found the full set of new FAQs from ISS that addresses proxy access, exclusion of shareholder proposals and unilateral bylaw & charter amendments (read more in Ning’s blog). Last week, I only found the policy about proxy access.

Finally, check out page 7 of this “Proxy Insight Monthly” for a list of how asset managers have voted for proxy access shareholder proposals in the past…

Amalgamated Bank Seeks Delaware Legislative Action to Curtail “Fee-Shifting” By-Laws

This recent Amalgamated Bank letter calls for reforms in the wake of ATP Tour v. Deutscher Tennis Bund in which the Delaware Supreme Court last year upheld a unilaterally-adopted company bylaw by which a shareholder who sues the company and does not prevail may be forced to pay the company’s legal fees and expenses. Numerous companies have adopted similar bylaws without shareholder approval in the wake of the ATP Tour case…

Webcast: “Private M&A Wake-Up Calls”

Tune in tomorrow for the webcast – “Private M&A Wake-Up Calls: Conflicted Board Risks, Post-Closing Unenforceability & Shareholder Approval/Duty of Care Traps” – to hear Cleary Gottlieb’s Ethan Klingsberg, Wilson Sonsini’s Marty Korman, Fenwick & West’s Andrew Luh and Morris Nichols’ Jeff Wolters cover the private M&A waterfront as new developments have shaken up this rapidly-evolving area.

– Broc Romanek