Navigating Shareholder Engagement Through ESG Crosscurrents

Описание: Shareholder engagement has come a long way from its early days as a loosely defined practice to a core component of modern corporate governance. In this episode, Doug Chia is joined by Matt Filosa, Senior Managing Director at Teneo, to trace the evolution of engagement from pre-Dodd-Frank conversations around say on pay to today’s polarized environment shaped by pro- and anti-ESG activism.

The conversation explores how shifting political, regulatory, and social dynamics are forcing boards and investors to reassess what “successful” engagement actually means. The unintended consequences of past engagement practices, the rise of anti-ESG activism using familiar playbooks, and the growing misalignment between what companies and investors hope to get out of engagement today. The episode offers a candid look at why two-way dialogue has become more complicated, and why it remains essential.

Highlights

00:00 Intro
00:40 Meet the guest: Matt Filosa
01:10 Setting the context: why traditional engagement strategies may be less effective today
03:00 Shareholder engagement before Dodd-Frank and the early impact of say on pay
05:50 The evolution of shareholder engagement
09:50 Capacity challenges and triaging the explosion of engagement requests
12:40 The unintended consequences of the "Say on Pay" and engagement deluge
16:00 The rise of anti-ESG activism
20:30 How anti-ESG proponents use standard governance proposals to force investor accountability
23:30 The impact of political and regulatory pressure on two-way shareholder dialogue
27:10 Definitions of success in shareholder engagement between companies and investors
31:00 Narrowing the criteria for shareholder engagement
35:50 The chilling effect of SEC Schedule 13D and 13G interpretations on institutional investor stewardship
39:20 Data-driven intelligence as a substitute for direct investor dialogue
45:20 The debate over the propriety of precatory shareholder proposals under Delaware law
47:20 The systemic implications of repealing SEC Rule 14a-8
52:00 The increased regulatory oversight and restructuring of the proxy advisory industry
56:30 The strategic decentralization of investment stewardship teams
61:20 The mechanics and market adoption of "Pass Through Voting"