Do shareholder proposals compel corporations to speak in ways that violate the First Amendment? Although shareholder proposals have been studied from numerous angles, the concept of compelled speech is fairly novel. And this question raises several other inquiries, including the nature of corporate purpose and the rationale behind negative speech rights in the first place. Joining us to discuss this fascinating proposition is Professor Sean J. Griffith, the T.J. Maloney Chair in Business Law at Fordham Law School, a former Director of the Fordham Corporate Law Center, and an expert in corporate and securities law. Tuning in, you’ll gain insight into Sean’s paper, ‘Shareholder Proposals and the Negative Speech Rights of Corporations’, how the shareholder proposal rule predominantly relates to sociopolitical issues rather than financial or company performance issues, and how it compels corporations to speak on controversial issues. We also touch on a corporation’s right to religious freedom, what companies can do to oppose shareholder proposals and much more, so be sure to listen in today!

Key Points From This Episode:

• What inspired Sean to write articles on shareholder proposals and corporate speech.
• Corporations that the shareholder proposal rule applies to and what it entails.
• How the shareholder rule (Rule 14a-8) has evolved since its inception.
• Ways that shareholder proposals compel corporations to speak on controversial issues.
• Supreme court cases that illustrate violations of companies’ First Amendment rights.
• Insight into how a company might seek exclusion from the SEC.
• The relationship between corporate negative speech rights and corporate purpose.
• Intrinsic interests, corporate souls, and the rationale behind negative speech rights.
• Whether or not every social “hot button” issue affects a company’s financial performance.
• How companies can seek to exclude shareholder proposals.
• Why existing policy arguments for and against shareholder proposals haven’t necessarily included First Amendment rights.

Links Mentioned in Today’s Episode:

Sean J. Griffith

Sean J. Griffith on LinkedIn

‘Shareholder Proposals and the Negative Speech Rights of Corporations’

'What’s “Controversial” About ESG? A Theory of Compelled Commercial Speech under the First Amendment’

Fordham University School of Law Corporate Law Center