Dans ReadClear Markets, Bernard Sharfman critique la dernière position prise par BlackRock : « Does BlackRock’s Shareholder Activism Breach Its Fiduciary Duties? ».
Extrait :
In Larry Fink’s (CEO of BlackRock) most recent letter to CEOs, A Fundamental Reshaping of Finance, Fink lays out a strategy for how BlackRock will use its considerable amount of delegated shareholder voting power to dictate its own vision of what a public company’s (a company traded on a U.S. stock exchange or over-the-counter) stakeholder relationships should be. These relationships represent the management of an enormous number of entities and individuals, entailing much complexity. That is why their management is placed in the hands of those who have the knowledge and expertise to manage them: the company’s management team. In this writing, I argue that BlackRock’s implementation of a strategy of interfering with a public company’s stakeholder relationships (“strategy”) is a form of shareholder activism that may breach the fiduciary duties owed to its investors.
As a means to implement its strategy, a strategy that allegedly is meant “to promote long-term value” for its investors, BlackRock will be requiring each public company that it invests in—virtually all public companies—to disclose data on “how each company serves its full set of stakeholders.” Moreover, noncompliance will not be tolerated. According to Fink, “we will be increasingly disposed to vote againstmanagement and board directors when companies are not making sufficient progress on sustainability-related disclosures and the business practices and plans underlying them.” Based on first-quarter 2020 data, this threat appears to be playing out in reality.
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But what if BlackRock’s strategy is not really motivated by a desire to enhance shareholder value but to attract the investment funds held by millennials and, at least while they are young, their perceived preference for less financial returns and more social activism? Millennials will increasingly be the ones holding most of the wealth in the U.S., making it essential for advisers like BlackRock to start catering to their needs and developing their loyalty now, not later. This is an argument recently made by corporate governance scholarsMichal Barzuza, Quinn Curtis, and David Webber.
Or what if BlackRock’s strategy is used to appease shareholder activists who attack BlackRock’s management? For example, in November 2019, Boston Trust Walden and Mercy Investment Services submitted a shareholder proposal to BlackRock demanding that it provide a review explaining why its climate-change rhetoric does not correspond with how it actually votes at shareholder meetings. The proposal was reportedly withdrawn after BlackRock agreed to give increased consideration to shareholder proposals on climate change and join Climate Action 100, an investor group that targets its shareholder activism at fossil fuel producers and greenhouse gas emitters.
So while BlackRock’s shareholder activism may be a good marketing strategy, helping it to differentiate itself from its competitors, as well as a means to stave off the disruptive effects of shareholder activism at its own annual meetings, it seriously puts into doubt BlackRock’s sincerity and ability to look out only for its beneficial investors and therefore may violate the duty of loyalty that it owes to its current, and still very much alive, baby-boomer and Gen-X investors.
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Ce contenu a été mis à jour le 30 mars 2022 à 5 h 26 min.
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