Rodge Cohen and Glen Schleyer Co-Author Article on Shareholder Influence Over Social Policy Matters

April 2012
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Messrs. Cohen and Schleyer co-authored the article, “Shareholder vs. Director Control Over Social Policy Matters: Conflicting Trends in Corporate Governance,” in the Spring 2012 edition of Notre Dame Journal of Law, Ethics and Public Policy. The article discusses a trend toward increased direct shareholder influence over the social policy practices of U.S. public companies, in particular through shareholder proposals on issues such as environmental, political and non-discrimination practices. This trend is contrasted with the broader corporate governance shift over recent decades toward oversight by a strong, independent board of directors. Messrs. Cohen and Schleyer conclude that social policy considerations fall squarely within the management of the business and affairs of the corporation, and that – although shareholders may perform a valuable service by creating awareness of social issues – direct shareholder influence over these and similar matters can undermine director independence and judgment, and work to the detriment of corporations, shareholders and society more broadly.