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Proxy Stuff and Corporate Governance

Corpgov.law.harvard.edu is actually a pretty good website that captures most of the bigger governance issues of the day and is a late 2025 signup.

This was culled from said website.

The Wall Street Journal has reported that JPMorgan Chase’s asset-management unit is cutting ties with proxy advisory firms and will use an internal artificial-intelligence-powered platform called Proxy IQ to assist on U.S. company votes. The bank will utilize Proxy IQ to manage voting, as well as analyze data for more than 3,000 annual company meetings and provide recommendations to portfolio managers, replacing the typical roles of ISS and Glass Lewis. This development comes after President Trump recently issued an Executive Order titled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors,” which targets proxy advisory firms as “regularly us[ing] their substantial power to advance and prioritize radical politically-motivated agendas.”While the use of AI in proxy voting is in its nascent stages, we can expect to see more investors developing their own internal AI models for data analysis and voting. There may also be opportunities for companies to use AI to better engage with investors and predict voting outcomes.

Let’s say this about that. Proxy advisory is somewhat of a crooked game, with a somewhat crooked history in that the advisors have at times tried to charge the firms they independently rate to “help” them achieve the desired ratings. They are also guilty as charged in swaying to whatever social and political whims are prevailing in terms of what constitutes good governance, defaulting to “consensus” with little practical focus on what is actually good for the shareholders wallet. In the case of activist fights, they also default to the role of judge and jury as companies and their activists “pitch” the proxy judge for the vote which gets adopted down the line by large investors who apparently don’t care to do anything but check the vote box.

And with the growth of the largest investment firms and the growth in passive investing, the interest or desire of many investment management firms to do anything different than described above is less and less.

So yes, a large institution should be whining to their investment managers about their passive role in governance.

And other than saving cash and taking a contrary political stance, it is difficult to see how AI will really make a huge difference. People are people and I would suggest are difficult to model.

The reality is that corporate boards often collect perfectly decent human beings with perfectly decent career histories who then gather together and make truly miserable decisions on behalf of shareholders without a shred of malice.

A hard world to change.

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