Shareholder activism is on the rise, but companies are fighting back

    CNN Business:  A standoff is brewing between investors, corporate boards and federal regulators as shareholders prepare to vote on resolutions that concern human rights, corporate governance, and climate change.

    Bolstered by more industry-friendly federal regulators, corporate trade associations are lobbying for constraints on activist shareholders and so-called “political” resolutions. They also want to stymie proxy advisory firms, which many shareholders rely on for research and recommendations on how to vote.

    “It’s a shift, and the fact that shareholders are feeling empowered is I think uncomfortable for corporations, and that’s why you’re seeing them fight back,” says Danielle Fugere, president of As you Sow, a non-profit that runs and consults on shareholder campaigns.

    Leveraging shareholder votes for environmental and social ends isn’t new, but such resolutions have been on the rise in recent years. Shareholders proposed 464 resolutions in 2018 compared with 407 in 2010, according to an analysis by the Sustainable Investments Institute.

    Although that’s down slightly from a record of 494 resolutions in 2017, the number of proposals that were withdrawn jumped in 2018, often following quiet deals with management to accomplish some part of what the resolution called for without going to a public vote.

    Environmental, social and governance resolutions are gaining support from a broader range of shareholders. The average percentage of shares voting for those resolutions rose to an all-time high of 25.7% in 2018, up from about 19% in 2010.

    One key reason: Backing from the three largest asset managers in America. BlackRock, State Street, and Vanguard, taken together, are the largest shareholder in 40% of all public companies in the United States.

    All three of those heavyweights have altered their shareholder voting guidelines in recent years to be more open to progressive resolutions, resulting in a series of high-profile votes in favor of them. For example, in 2017 the trio voted for resolutions requesting that ExxonMobil and Occidental Petroleum compile reports analyzing how future climate change regulations would change their businesses.

    Most shareholder resolutions are technically non-binding, and completing a report on the potential impact of climate change may not seem like that big a deal. But companies see them as a first step on the road toward real limits on their activities, and ultimately their profits.

    “It can start with disclosure, and then goes to, why haven’t you reached X?” says Tim Doyle, vice president for policy with the American Council for Capital Formation. “It’s the beginning of a slippery slope when a shareholder recommendation turns into things that shareholders can ask for in the future.”

    Companies push back and the White House is listening

    To cut back on this kind of resolution, ACCF and other trade associations formed a group called the Main Street Investors Coalition. It advocates for small-time shareholders who might lose out if “politically motivated” resolutions hurt investors’ portfolios.

    Along with Nasdaq, the Business Roundtable, and the Chamber of Commerce’s longstanding Center for Capital Markets Competitiveness, the coalition has been pushing for legislation that would raise the threshold of support needed to re-submit a resolution that failed previously. They’re also asking the Securities and Exchange Commission to more tightly regulate proxy advisers.

    At an SEC roundtable in November and a Senate Banking Committee hearing in December, SEC Chairman Jay Clayton said there should be some changes to proxy adviser oversight. His staff is preparing recommendations for what those could look like.

    Some changes already are taking root — including a narrower view of what’s considered fair game for proxy ballots.