Frederick Alexander Investors should tread lightly in approaching the Allbirds IPO. The trendy shoe company’s corporate structure includes a toxic combination of two elements. First, it has “dual-class” stock, so the public can be sold low-vote shares while the founders stock with 10x voting power. This means that even as…

Diversified investors must attend to systemic risk and stop hoping that everything that improves financial return at a single portfolio company will improve financial return of the portfolio overall. — Frederick Alexander, CEO, The Shareholder Commons The Shareholder Commons has completed its first proxy season catalyzing beta stewardship and advocating…

US AGENCY CHARGED WITH INVESTOR PROTECTION REFUSES TO ALLOW SHAREHOLDERS TO VOTE ON DUAL CLASS UNDERWRITING Frederick Alexander, CEO of The Shareholder Commons Across the United States and around the world, political democracy is on the defensive as politicians try to limit their accountability to citizens. The trend is the…

Potential Dunkin’ Deal Illustrates Need to Consider Stakeholders During Shift to a New Owner — By Frederick Alexander, CEO, Shareholder Commons Last week, the story broke that private equity sponsor Roark Capital was in talks to purchase Dunkin’ Brands Group, the publicly traded doughnut giant, for more than $9 billion in cash, a 20% premium to its current trading price. The premium works out to…

White Paper Proposes Legal Shift From Shareholder Primacy to Stakeholder Capitalism — On September 28, after more than a year of work, The Shareholder Commons and B Lab released their policy white paper, From Shareholder Primacy to Stakeholder Capitalism: A Policy Agenda for Systems Change. The paper outlines proposals for changes to corporate and securities law that would end the era of…

How Shareholders and Markets Can Encourage a Shift to Stakeholder Capitalism—50 Years After Milton Friedman’s Essay — By Frederick Alexander It’s time for a profusion of op-eds marking the 50th anniversary of Milton Friedman’s famous New York Times Magazine article titled “The Social Responsibility of Business Is to Increase Its Profits.” These reflections will herald corporate executives’ rejection of the idea that companies should focus solely on…

New Podcast Connecting the Role of Business in Society with Corporate Governance — The role of business in society has come under heightened scrutiny these past months. …

New Rule Would Threaten ESG Stewardship — By Frederick Alexander and Holly Ensign-Barstow On June 30, the U.S. Department of Labor proposed a new rule, innocuously titled “Financial Factors in Selecting Plan Investments.” DOL rules are supposed to ensure that the people who administer retirement plans focus solely on securing adequate retirement benefits under their plan. This…

Investors Show They’re Eager to Invest in Responsible Businesses — By Frederick Alexander A few months ago we noted that even though 182 big companies from the Business Roundtable had signed onto a statement proclaiming that the purpose of the corporation had changed from profit machine to stakeholder value generator, none of those companies had actually changed their legal form…