Corporate control and director say-on-pay

Ann and Mike talk about what it means for a shareholder (or executive or director) to control a public company, how control works under corporate law, and ideas to improve how to control controlling shareholders. They also look at Mike’s recent proposals on binding director say-on-pay at about a dozen US public companies.


The idea of corporate control runs through vast parts of corporate law, mostly in Delaware but of course in other places, and we’ve seen some recent developments that move forward what it means for an investor or even a director or executive to control a company


  • What is the traditional definition or meaning of control?

  • Why is control important?

  • How has control evolved in the very recent past?

  • What do we expect to happen with this trend?

  • What’s Ann Lipton’s view?

What is the usual say-on-pay idea?

  • How does it apply to directors?

  • What was proposed at US companies in 2024?

    • John Chevedden as shareholder

  • How did it go?

  • What will happen next?

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What makes a qualified director with Matt Moscardi