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Exxon faced a revolt by ESG-oriented shareholder activists at its most recent annual shareholder meeting. As the meeting turned out, however, it was a clean sweep for Exxon. Despite activist opposition to reelecting two board members–chief executive Darren Woods and lead independent director Jay Hooley–all 12 of Exxon’s board members were reelected. All directors…
In West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.,[1] Vice Chancellor Travis Laster invalidated provisions of a stockholder agreement between Moelis & Company and Ken Moelis. Moelis & Co. is a publicly traded investment bank.[2] Ken Moelis is the firm’s founder, CEO, and Chairman of the Board.[3] Prior to Moelis…
After making his bones defending entrenched corporate managers from the discipline of the market for corporate control, Martin Lipton lately has been defending entrenched corporate managers from the discipline of the stock market. (Admittedly, I also believe in deferring in some cases to board decisions about takeovers and to insulating boards to some extent from…
British corporate law scholar Marc Moore has published a very interesting article on the trans-Atlantic origin of private equity, which he has summarized for the CLS Blue Sky Blog. Money quote:
Anglo-American private equity has a much longer, richer, and more complex history (or, if you like, pre-history) than is typically attributed to it. As…
The OC Register published my op-ed “CalPERS continues to play politics despite poor performance,”criticizing CalPERS for siding with shareholder activists versus Exxon.https://t.co/f4wVu3OEZJ— Steve Bainbridge (@PrawfBainbridge) May 27, 2024
In response to my post Exxon’s Lawsuit Against Activist Shareholders Continues, a friend and fellow corporate law academic sent along an interesting comment:
You think ExxonMobil’s attempts to limit what kinds of proposals shareholders can put in management’s proxy are good. But are they as good for Exxon as the cost TO Exxon? That…
I was recently asked an interesting question: A corporation historically had only those powers that were specifically granted it by the legislature. If the corporation took actions that it lacked power to undertake, those actions were deemed ultra vites and thus void.
Today, the ultra vires doctrine is mostly a dead letter. One of the…
According to Wikipedia:
Director primacy is a theory of the firm that was introduced by Bainbridge in an article in Northwestern University Law Review in 2003 (Vol 97 No 2). He argues that traditional firm theory is based on a false premise that the board’s authority derives from the owners. He argues that while the…
Climate activist investment funds Arjuna Capital and Follow This filed shareholder proposals with Exxon. If included in the proxy statement and approved by the shareholders, the proposal would have asked Exxon to “go beyond current plans, further accelerating the pace of emission reductions in the medium-term for its greenhouse gas (GHG) emissions … and to…
