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Comment by Ididntdothis | Hacker News Reader

Almost nobody who has a say has any incentive to think long term. For a CEO the next few years are important, shareholders can jump ship anytime. It’s a total alienation of somebody’s actions from the long term consequences.

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Most shareholders are in it for the long term. They can dump Boeing, but only by putting money into something they think will do better. They won't put the money in a mattress or such.

Most shares belong to 401k retirement accounts of the middle class.

401k owners generally have no say due to low number of shares. And most likely they are not in a position to make a judgement of the decision a management makes.

Who is looking out for them? Not the CEO and I don’t think the board either. You need to have a lot of shares before you have an influence.

You don’t need a vote to sell your shares and drive the stock price down, which executives absolutely do care about.

ISS[0], Vanguard, and other fund families absolutely have massive say (powered by those 401k balances) over corporate conduct.

[0] - https://www.issgovernance.com

Their corporate governance teams are surprisingly small. Vanguard has only something like 35 people overseeing thousands of companies and voting on hundreds of thousands proposals each year.

As a result, some of that voting is running - literally - on autopilot, see https://www.issgovernance.com/solutions/proxy-voting-service... and https://corpgov.law.harvard.edu/2018/11/29/the-realities-of-...

The entire point of having ISS (or Glass Lewis) advise on voting and offer options like autopilot is to give the collective power of all those tiny 401K balances to a single unifying entity who can help drive shareholder-friendly terms (or at least provide a partial balance to what might otherwise become too boardroom-friendly terms). I view that the voting is on autopilot as a potentially positive control not the negative that you seem to believe it to be.

Some fund companies commit to following ISS advice across the board or on certain topics. Others like Vanguard delegate the voting power to fund managers (who have access to ISS reports but aren't obliged to follow it slavishly).

My point was that Vanguard et al have massive power, but they are not using it, e.g. https://www.reuters.com/article/us-usa-funds-index-specialre...

I would expect the overwhelming majority of actively managed funds to vote with management recommendations. If they didn’t agree with management, it’s much quicker and more effective to decline to invest rather than invest and then vote against them.

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