Each summer, the Business Scholarship Podcast features scholars entering the upcoming law-teaching market. Episodes are recorded from May through July, with the goal of publication before the FAR distribution (this year, August 13). We welcome guests entering the market who work in business law, broadly defined, including corporate and securities, tax, antitrust, bankruptcy, commercial law, contracts, and related areas. Anyone interested in being featured is invited to contact Andrew Jennings at andrew.jennings@emory.edu.

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This week, we have some new developments in the conservative/Trump Admin effort to control and/or undermine shareholder power.

First, we have these new releases from the Department of Labor.

Now, I previously posted about how ERISA regulation could be used to undermine shareholder voting; these new releases come at the problem from a different angle.  They hypothesize that any proxy advisor serving an ERISA-regulated plan is necessarily an ERISA fiduciary – and, as I understand it, that would potentially include proxy advisors who serve mutual funds that are included in a 401(k) menu.  Notably, proxy advisors’ pivots to offering “research only” products won’t save them; the releases explain even providing research might render a proxy advisor an ERISA fiduciary.

The releases also suggest that the funds themselves included in a 401(k) menu – and the investment advisers that serve them, i.e., BlackRock and its stewardship team – are ERISA fiduciaries.  

All of this would dramatically expand the regulatory ambit of ERISA, and though the administration says the implication is that these entities should only act to maximize plan wealth, what they mean is that (1) any measures pertaining to social responsibility will be treated as…

Corporate & Securities Litigation Workshop

Call for Papers

The University of Illinois College of Law, in partnership with the University of Richmond School of Law, UCLA School of Law, and Vanderbilt Law School, invites submissions for the Thirteenth Annual Corporate & Securities Litigation Workshop. This workshop will be held on Thursday, October 22 and the morning of Friday, October 23, 2026 in Chicago, Illinois.

Overview
This annual workshop brings together scholars focused on corporate and securities litigation to present their scholarly works. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible, including securities class actions, fiduciary duty litigation, and SEC enforcement actions. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress. Authors whose papers are selected will be invited to present their work at a workshop hosted by the University of Illinois College of Law. Participants will pay for their own travel, lodging, and other expenses.

Submissions
If you are interested in participating, please send the paper you would like to present, or an abstract of the paper, to corpandsecworkshop@gmail.com by Friday, June 12, 2026. Please include your name, current position, and contact information in the e-mail accompanying…

With proxy season getting underway, I’m sharing the updated list since my post about this in March. We have another 6 companies added to the list since March 23, a rate of about two companies a week. Five announced departure plans were from Delaware and one from Ireland. In terms of destinations, four companies announced for Texas with two announcing for Nevada.

On our podcast, Mike Levin and I previously discussed Exxon’s new retail shareholder voting program.  In sum, Exxon got SEC permission to allow its retail shareholders to adopt standing voting instructions to automatically cast their proxy votes in accordance with Exxon’s management.

I’ve heard a lot of shareholder-rights advocates speak favorably of the program, but I disagree.  I’m all for making it easier for retail shareholders to vote – including allowing them to adopt standing voting instructions (Jill Fisch had a whole thing on this) – but Exxon’s program only allows retail to vote for Exxon’s board.  Exxon is almost certainly expecting that, just as retail tend not to vote much at all, those who opt in to the program will likely never bother to revisit their instructions, leaving Exxon with a banked set of votes to oppose any activist interventions (including, of course, what I call “little a” activism, i.e., shareholder proposals).  The way the program is currently constructed, it’s a board entrenchment device.

Which is why I was happy to see that the New York City Comptroller’s Office, on behalf of the New York City Police Pension Fund, has submitted a shareholder proposal for…

From this Law360 article, I learned that Clearway Energy proposes to simplify a complex capital structure. It has two classes of stock that trade on the NYSE: A and C. The A’s have 1 vote per share; the C’s have 1/100th of a vote per share.

It also has B and D shares, held exclusively by CEG, who as a result controls 55% of the company’s voting power.

Clearview proposes a charter amendment to convert the A shares into C shares and, recognizing that this would cause CEG’s own voting power to increase, proposes to fix that problem by putting a bunch of CEG’s shares into a Voting Trust in a mirror voting arrangement that ensures CEG’s voting power does not rise above 55% as a result of the reclassification.

Here is the proxy explaining the proposed changes. As required under Delaware law, for the amendment to take effect, the Class A shareholders must vote in favor.

Anyway, the Law360 article is about a lawsuit filed by the New England Teamsters Pension Fund challenging the scheme as a conflict transaction, because the scheme will allow CEG to sell down its stake while maintaining its voting power. That’s…

Ben previously blogged about a Weinberg Center survey regarding law prof views on shareholder proposals. The results are now available on SSRN, here.

Additionally, the Weinberg Center will be hosting a panel discussion on shareholder proposals and ESG on April 28; deets here.