ESG Series #4: Two proxy advisory firms wield vast power over America’s public companies, with little accountability or transparency. Institutional investors who control an estimated 80% of the market capital of U.S.-publicly listed companies often rely on these advisors in setting stewardship policies and in voting for or against company directors or on corporate governance matters, including ESG policies, executive compensation and investment rules.
In this episode, Milbank Global Project Energy & Infrastructure Finance partner Allan Marks and Global Corporate partner Neil Whoriskey discuss how proxy advisors rose to such influence, and how the interests of fund managers, the SEC and other stakeholders are bumping up against directors’ fiduciary duties and conflicting state corporate law doctrines.
Neil Q. Whoriskey is a partner in the New York office of Milbank LLP and a member of the firm’s Global Corporate Group. His practice focuses primarily on mergers, acquisitions, and corporate governance matters. Recognized in Banking and Mergers and Acquisitions by IFLR 1000, he is the author of numerous articles on mergers and acquisitions and corporate governance topics.
Podcast host Allan Marks is one of the world's leading project finance lawyers. He advises developers, investors, lenders, and underwriters around the world in the development and financing of complex infrastructure projects, as well as related acquisitions, restructurings and capital markets transactions. Mr. Marks also serves as an Adjunct Lecturer at the University of California, Berkeley at both the Law School and the Haas School of Business.