The ESG perversion of shareholder resolutions

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The ESG perversion of shareholder resolutions
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'It is crucial to delineate what has changed with the advent of politicized regulation by the Securities and Exchange Commission, in particular under the chairmanship of Gary Gensler.' -Benjamin Zycher

Long Beach Container Terminal, LBCT Bonnie Nixon, ESG and Sustainability Director, explains their Net Zero emissions plan by 2030 in the Port of Long Beach, Calif., Thursday, Feb. 9, 2023. LBCT, with its zero-emission cargo handling equipment, is one of the world's greenest and most technologically advanced and most efficient cargo facilities. ack in the old days — oh, before, say, 2021 — the annual general meetings of company shareholders were boring.

rising faster than revenues? How does management justify its ever-bigger bonuses, other than declining golf handicaps?businesses grew and evolved to pursue ever-more disparate business activities, the matters relevant to the performance of the firm increased in complexity, yielding greater disagreements among shareholders and between them and management. This has led to a system in which proxy advisory firms — the two overwhelmingly dominant ones are Glass Lewis and Institutional Shareholder Services — emerged to make recommendations to shareholders and managers about how to vote their shares on various questions.

Oh, how matters have changed under Gensler. The right of management to respond to proxy recommendations has been revoked. The application of Rule 14a-8 has been changed to force consideration of resolutions of “wider societal interest,” yielding a predictable

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