Regulatory Restraints on Investor Voice

The Ira M. Millstein Memorial Conference was held on April 25, 2025, at Columbia Law School, co-hosted by the Millstein Center for Global Markets and Corporate Ownership and the European Corporate Governance Institute (ECGI).

Panel: "Regulatory Restraints on Investor Voice," moderated by Joshua Mitts, featured panelists John Coates, Erik Gerding, Drew Hambly, Robert McCormick, and Allie M. Rutherford. This panel explored how recent regulatory changes in the U.S., particularly updates to SEC guidance, affected the ability of institutional investors to engage with companies—especially around issues like director elections, executive compensation, and ESG proposals. It addressed concerns over reduced transparency, limited shareholder-company dialogue, and the unintended consequences of new rules, particularly the SEC’s reinterpretation of when passive investors must file more burdensome disclosures (13D vs. 13G). Panelists also discussed broader themes around shareholder proposals, proxy advisors, executive pay, and the shifting regulatory environment under increasing litigation and administrative complexity.