Shareholder Primacy

Ann and Mike talk about EngageSmart and proxy advisors and executive compensation

Mike and Ann talk about how states have begun the process of regulating proxy advisors.

Mike and Ann talk about a(nother) Twitter securities fraud case against Musk, the latest in WBD

Mike and Ann talk about the contest for Warner Brothers Discovery between Netflix and Paramount Skydance

Mike and Matt Moscardi sort through the mailbag

Books:

The Modern Corporation & Private Property, Adolph A. Berle and Gardner Means

Foundations of Organizational Strategy, Michael C. Jensen

Exit, Voice, and Loyalty, Albert O. Hirschman

Corporate Governance, Robert A. G. Monks and Nell Minow

Dear Chairman, Jeff Gramm

Disney War, James B. Stewart

Barbarians in the Boardroom, Owen Walker

On Board, Jonathan F. Foster

Principles of Corporate Finance, Richard Brealy, Stewart Myers, Franklin Allen

Harvard Law School corp gov forum, The CLS Blue Sky Blog

Cooley memos

Matt Levine at Bloomberg

Mr. CorpGov Substack - Andrew Droste at CT

Business Law Prof Blog

The Corporate Counsel blog

secinfo.com, Boardroom Alpha

Email news letters - FT Alphaville substack, Law360 and Bloomberg Law newsletters

https://kfilings.com/

Ssrn newsletter

deallawyers.com

thecorporatecounsel.net

compensationstandards.com

Ann and Mike talk about the Tornetta decision and how activists recruit director candidates

2026 Predictions with Matt Moscardi + Damion Rallis of the Proxy Countdown podcast

Ann and Mike talk about what activists are actually doing at this time of the year

Ann and Mike talk about how ISS and Glass Lewis are responding to legal pressure and the likely effects on activism.