Larry Cunningham, Director, Prof., Author

Most surprising consensus: low marks for the SEC. Most interesting discovery: asymmetries between shareholder proponents and companies required to respond.

Shareholder Proposals, the SEC, and an Unusual Proxy Season With the SEC stepping back from active involvement in the shareholder-proposal process this proxy season, companies and proponents are operating in a more uncertain, self-directed environment. That shift has sharpened focus on how the system is actually working in practice. Against that backdrop, recent coverage of the Weinberg Center’s shareholder proposal survey has focused on a few themes: sustained critiques of the SEC’s no-action process, renewed debate over whether shareholder proposals function primarily as engagement tools or as burdens, and close attention to the survey’s unusually broad, cross-constituency data set. Importantly, the survey’s assessment of SEC performance reflects experience over the prior four to eight proxy seasons, not the current one. In that sense, the findings provide a baseline against which this season’s unusual dynamics — unfolding largely without SEC involvement — can now be evaluated. What has been most striking is not disagreement — though it persists — but where there is agreement, particularly among constituencies that rarely see eye to eye on the SEC’s past performance and on structural asymmetries in the system. Full survey and coverage here: papers.ssrn.com/sol3/papers.cf…

Most surprising consensus: low marks for the SEC. Most interesting discovery: asymmetries between shareholder proponents and companies required to respond.

On shareholder proposals, views differ sharply across shareholders, companies, and advisors—but there's agreement on core issues, including critical assessments of the SEC. All this and more in the Weinberg Center’s new survey of 500+ participants. papers.ssrn.com/sol3/papers.cf…

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One finding: there is broad agreement on the facts of the shareholder proposal process—and deep disagreement on the normative answers.

Take the large-scale national survey about the shareholder proposal rule--very important for shareholders and companies. About 12 minutes to complete. surveymonkey.com/r/ShareholderP…

@BillAckman @Harvard @MIT @Penn Disgraceful, evil, repugnant.

The presidents of @Harvard, @MIT, and @Penn were all asked the following question under oath at today’s congressional hearing on antisemitism: Does calling for the genocide of Jews violate [your university’s] code of conduct or rules regarding bullying or harassment? The answers they gave reflect the profound moral bankruptcy of Presidents Gay, Magill and Kornbluth. Representative @EliseStefanik was so shocked with the answers that she asked each of them the same question over and over again, and they gave the same answers over and over again. In short, they said: It ‘depends on the context’ and ‘whether the speech turns into conduct,’ that is, actually killing Jews. This could be the most extraordinary testimony ever elicited in the Congress, certainly on the topic of genocide, which to remind us all is: “the deliberate killing of a large number of people from a particular nation or ethnic group with the aim of destroying that nation or group” The presidents’ answers reflect the profound educational, moral and ethical failures that pervade certain of our elite educational institutions due in large part to their failed leadership. Don’t take my word for it. You must watch the following three minutes. By the end, you will be where I am. They must all resign in disgrace. If a CEO of one of our companies gave a similar answer, he or she would be toast within the hour. Why has antisemitism exploded on campus and around the world? Because of leaders like Presidents Gay, Magill and Kornbluth who believe genocide depends on the context. To think that these are the leaders of Ivy League institutions that are charged with the responsibility to educate our best and brightest. On the bright side, our congressional leaders deserve accolades for showing tremendous leadership and moral clarity in their statements, by the questions they asked, and the respectfulness with which they conducted the hearing. It was a masterclass of how our government and democracy should operate. If you have time, please watch the entire hearing. Throughout the hearing, the three behaved like hostile witnesses, exhibiting a profound disdain for the Congress with their smiles and smirks, and their outright refusal to answer basic questions with a yes or no answer.

'The Warren Buffett Shareholder' author Lawrence Cunningham reflects on life and legacy of the Berkshire Hathaway vice chairman on 'The Claman Countdown.' @FoxBusiness @ClamanCountdown foxbusiness.com/video/63420129…

@HarvardCorpGov @Mayer_Brown Generative AI is everywhere, including corporate boardrooms. What directors should consider.

Posted: Generative Artificial Intelligence and Corporate Boards: Cautions and Considerations, corpgov.law.harvard.edu/2023/06/21/gen… #corpgov @Mayer_Brown #GenerativeAI #BoardofDirectors

LECTURE PUBLISHED: Delaware may be the country's last best hope for maintaining balance and rationality in our system of corporate governance. Its corporate governance policies protect long-term focused shareholders rather than the short-term political an…lnkd.in/exTkPRMq

Corporate boards, and audit committees, need FEWER duties, not more, particularly concerning the proliferation of "risks" interest groups continue to dream up and advocate for. lnkd.in/eTzu9KVG

You can’t make this up. Here I’m getting comfortable, ready to unwrap my new book, bookmark in my hand, I look over and my soon-to-be instant friend from Malaysia has the exact same book in her lap! Thank you! @CunninghamProf $BRK #OnlyInOmaha

@bradchoosefi @bogumil_nyc Brad--Fond memories. Thanks!

@bogumil_nyc @CunninghamProf that's fantastic! I'm going to pick up the book now -- thanks for the heads up it exists I saw Prof Cunningham at an event at the University of Richmond years ago and that was my first introduction to Tom Gayner. didn't take much to realize his genius!

Sold out! Margin of Trust and The Essays of Warren Buffett sold out at the Bookworm in the Berkshire meeting before lunch! Brisk businesss—thanks to our readers and Phil, Steve and the whole staff. Stephanie and I will take a break for lunch!! lnkd.in/eCcMUW7N

Wall St. J.s' @bzcohen quotes me and my friend David Kass on Warren Buffett's best investment decisions ever--as Warren says, there were only a dozen great ones. Read on, but first guess which ones! lnkd.in/epgUjP-M

@dougchia Warren has never dumped on board diversity (the Berkshire board has 5 women 2 people of color), although he never puts that feature above business savvy or interest in Berkshire.

@CunninghamProf He contradicts himself on women in leadership and board positions. He’s promoting women in leadership programs one day and dumping on board diversity initiatives the next. I’m not writing a book about him, but there are many instances of this wanting it both ways.

Warren Buffett, same old self as anti-woke, in this guest essay for the New York Times by my friend Roger Lowenstein. A must read for anyone seeking rationality. lnkd.in/d-WdQQcM

@dougchia A valid point of debate.

@CunninghamProf I also challenge Lowenstein’s characterization of BlackRock’s approach to ESG investing as an effort “to turn corporations into agents of progressive change.”

@dougchia Thx, but that has nothing to do with Buffett or the differences between his traditional philosophy and that of influential corporate policy leaders today. That seems to me a vital debate that’s not really happening.

@CunninghamProf Lowenstein seems to have disdain for anyone who is asking for a discussion of climate change or DEI in the corporate context. This is exactly what paranoid politicians like DeSantis are doing. The only difference is Lowenstein doesn’t use the term “woke.”

@dougchia Substance?

@CunninghamProf Give me a break. The guy talks out of both sides of his mouth with the best of them but better because of his masterly use of folksiness. Lowenstein missed Valentines Day by 2.5 months.