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Articles by Shane Goodwin
Voting Against Reincorporation Doesn’t Mean the Game Is Over
A one-star restaurant review tells you something. But if the reviewer keeps making reservations, it doesn’t tell you everything. Corporate governance has the same distinction. A proxy vote is the investor’s voice. A portfolio manager’s decision to add, hold, or sell is the investor’s bottom line. In the debate over companies moving their legal home out of Delaware to states such as Texas and Nevada, the two have been treated as one signal. But they aren’t.
Proxy Firms Don’t Have to Disclose Conflicts. That Should Change
For 39 years, the Department of Justice told proxy advisory firm Institutional Shareholder Services it had no antitrust problem. Earlier this month, the Department of Justice took back that statement. ISS has considerable market power. It and one other firm — Glass Lewis — control more than 90% of the proxy advisory industry, which guides investment managers on how to vote on CEO compensation, board elections, and other proposals that shape public companies.
Dell, Exxon Moves Reveal Texas Corporate Law Isn’t Cut and Paste Original
The easiest story to tell about Dell Technologies Inc.’s pending shareholder vote to redomesticate is that another major company wants to leave Delaware for Texas. That story isn’t wrong, but it’s incomplete. The better story is that Texas corporate law isn’t a single package, it’s a menu. And the two most important companies now testing that menu—Exxon Mobil Corporation and Dell—are ordering very different things.
Texas Proxy Adviser Law Demands Disclosure and Protects Investors Original
When proxy advisers shape the exercise of voting power over trillions of dollars in assets, shouldn’t investors and fiduciaries know the analytical framework truly driving those recommendations? Texas Senate Bill 2337, now codified as Chapter 6A of the Texas Business Organizations Code, answers yes—not by silencing proxy advisers, but by requiring transparency in a system that has long operated in the shadows.
Tesla’s vote wasn’t about pay. It was about who really runs the company
At Tesla’s 2025 Annual Meeting, something significant and important happened. The outcome was not determined by proxy advisory firms. Instead, it was driven by shareholders who exercised their independent judgment. The people who actually own the company, both large institutional and retail investors, made it clear that they were no longer willing to let outside consultants dictate how they should vote.
I advised Tesla’s Special Committee on Elon Musk’s historic incentive compensation package. Most critics are missing the point
[[{„value”:” Dr. Shane Goodwin served as a Governance Advisor to the Tesla Board’s Special Committee on the development of Elon Musk’s incentive compensation proposals. The viewpoints expressed below reflect those of Dr. Goodwin and not necessarily those of the Tesla Board or its Special Committee.
I advised Tesla’s Special Committee on Elon Musk’s historic incentive compensation package. Most critics are missing the point
Dr. Shane Goodwin served as a Governance Advisor to the Tesla Board’s Special Committee on the development of Elon Musk’s incentive compensation proposals. The viewpoints expressed below reflect those of Dr. Goodwin and not necessarily those of the Tesla Board or its Special Committee.
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