Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith

For decades, the shareholder proposal has been the primary channel through which investors can signal their priorities tocorporate management. It doesn't force anyone to do anything — but it creates a public record, produces a vote, and in practice carries real weight. Now that mechanism, along with much of the broader shareholder engagement ecosystem, is under coordinated attack.In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) explores three questions: Why has corporate political engagement become so fraught? What do we actually know about how the shareholder proposal process works as a tool of political accountability? And what happens next, now that the entire infrastructure is under pressure?Jill Fisch (University of Pennsylvania Carey Law School) brings the doctrinal and empirical lens, drawing on three co-authored papers — a 2024 diagnosis of what she and Jeff Schwartz call "political posturing," a 2026 framework for reconciling corporate values with long-term economic value, and a 2025 empirical study of the political disclosure proposal ecosystem with Adriana Robertson. Tim Smith (Interfaith Center on Corporate Responsibility) brings more thanfifty years of practitioner experience pressing corporations on political and social behaviour — and, as this episode makes clear, is now helping to litigate the legal future of the proposal system itself. Jill Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and a Research Fellow of ECGI. She is one of the most influential corporate law scholars of her generation. Tim Smith is Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR), where he supports work on responsible political engagement and the response to anti-ESG pressure. Previously he was Director of ESG Shareholder Engagement at Boston Trust Walden. He serves on the board of WestPath, the United Methodist Pension Board.He has been engaged in shareholder activism on corporate responsibility issues for over fifty years.Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the hostof this podcast.Links:Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)How Did Corporations Get Stuck in Politics and Can They Escape? by Jill E. Fisch & Jeff Schwartz (2024)Corporate Value(s) by Jill Fisch & Jeffrey Schwartz (2026) Proxies for Politics by Jill Fisch & Adriana Robertson (2025) The Proxy Voting Choice Revolution by Alon Brav, Tao Li, Dorothy S. Lund & Zikui Pan (2025)Interfaith Center on Corporate Responsibility (ICCR)New ICCR Resource Spotlights Corporate Governance Failures By Companies Amid SEC Oversight VacuumICCR Issues New Report on Proxy Voting Records and Executive Compensation at Large Asset ManagersCenter for Political Accountability / Zicklin IndexPrinciples for Responsible InvestmentOther EpisodesThe Law of Corporate Governing with Stephen Bainbridge and Roy Shapira - EP. 1 in Corporate Power and the Politics of Change with Matteo GattiThe Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf EP. 2 in Corporate Power and the Politics of Change with Matteo Gatti