IR Monitor – 17 December 2025

In this week’s newsletter:

• Reuters: Trump orders reviews of proxy advisers in latest pressure on financial industry; White House says proxy advisers push “radical” agendas on environment & social issues
• Nasdaq rule change lets it deny listings of small-cap IPOs. According to Bloomberg, the plan would allow consideration of factors such as a company’s location and the integrity of its board, management & even advisers when deciding on approval
• The Wall Street Journal on how to save corporate governance from passive investing
• Time to book the Swedish roadshow: Stockholm is Europe’s new capital of capital
• Surviving as a Fortune 500 CEO is harder than ever, warns Fortune. Understanding Wall Street and the shareholders is merely among the odd combination of traits required
• And finally … the 10 best worst hostile takeover offers ever: tales from Alphaville of shareholder primacy, management hubris and value destruction

This week’s news

Proxy advisers under pressure

The White House has intensified its campaign against proxy advisers, reopening a politically charged debate with clear implications for shareholder engagement. As reported by Reuters, US President Donald Trump has signed an executive order directing the Securities and Exchange Commission, Federal Trade Commission and Department of Labor to review whether proxy advisers including Institutional Shareholder Services and Glass Lewis have breached securities or antitrust rules, particularly around environmental and social issues. The order accuses the firms of advancing “radical politically-motivated agendas” and highlights their influence over director elections, executive pay and shareholder proposals. It also revives Republican criticism of their foreign ownership, with ISS owned by Germany’s Deutsche Börse and Glass Lewis backed by Canadian private equity. While both firms argue they merely help investors navigate increasingly complex ballots, they are already facing lawsuits and investigations at state level, even as recent court rulings have favoured them. The move comes amid a broader pullback from ESG-focused voting. The episode underlines how politicised proxy voting has become in the US and why the regulatory treatment of influential intermediaries can shape the shareholder landscape as much as investors themselves.

Nasdaq rule change lets it deny listings of small-cap IPOs

Nasdaq is tightening its approach to new listings by giving itself discretion to reject IPO candidates that raise concerns, even if they technically meet listing criteria, Bloomberg reports. The move is aimed at reducing the risk of extreme price volatility & potential manipulation, issues that have recently surfaced in thinly traded microcap stocks, particularly those with overseas operations. Under the updated framework, Nasdaq can assess factors such as a company’s jurisdiction, investor legal protections, the track record of advisers involved, and the governance standards of management and major shareholders. The changes apply immediately, including to companies already seeking approval. This development signals higher scrutiny around governance, adviser selection and market integrity, while underscoring the importance of transparency and credibility as exchanges and regulators intensify efforts to protect investors and stabilise public markets.

How to save corporate governance from passive investing – WSJ

Passive investing’s success has created an unintended governance problem: excessive concentration of voting power. Writing in The Wall Street Journal, Jan van Eck notes that index funds now hold more than half of US equities, with Vanguard, BlackRock and State Street holding close to 30% of the voting power in S&P 500 companies. Stewardship teams at these firms can therefore exert decisive influence despite overseeing thousands of companies and investors with widely differing time horizons. Van Eck’s proposed fix is “mirror voting”, under which passive funds would be limited to voting a capped portion of their shares, while the remaining votes would follow the voting patterns of other shareholders. The model already exists in parts of the market and would, he argues, reduce incentives for index managers to drive broad ESG agendas by default. With political and regulatory scrutiny increasingly focused on proxy voting, he shifts attention from advisers to the structure of ownership itself, highlighting how the rise of passive capital is reshaping who determines governance outcomes.

Time to book the Swedish roadshow – The Economist

Stockholm has quietly emerged as one of Europe’s most attractive capital-markets hubs. According to The Economist, Nasdaq Stockholm has raised over €6bn in initial public offerings this year, far exceeding rival European exchanges, while Sweden is also becoming a preferred venue for high-yield bond issuance. The momentum is being reinforced by a sharp shift in public finances. After decades of fiscal restraint, Sweden is ramping up government borrowing to fund higher defence spending following NATO accession. Annual bond issuance is set to rise from SKr45bn in 2023 to more than SKr200bn in both 2026 and 2027, transforming what was once a small and illiquid sovereign market. Higher interest rates, increased volatility and reduced central-bank intervention have drawn back international investors and traders seeking diversification beyond US markets. For companies assessing where to raise capital or engage new investors, Stockholm’s increasing liquidity and visibility suggest it deserves a more prominent place on the European roadshow circuit.

Surviving as a Fortune 500 CEO

Heightened scrutiny from boards, investors and activists is redefining what it takes to succeed as a public-company CEO, according to leadership advisers Mark Thompson and Byron Loflin. They argue that the role has shifted from functional excellence to enterprise-wide stewardship, requiring far broader skills and constant reinvention. CEO turnover is accelerating, driven by less patient boards and shareholder expectations that increasingly resemble private equity standards. The implications are clear: leadership credibility, governance quality and consistent execution matter more than ever. Thompson and Loflin also highlight the growing isolation of the top job, underscoring the need for trusted advisers and strong board-CEO relationships. Ultimately, sustainable leadership today depends on balancing confidence with self-awareness, and performance with accountability, in an environment where results are relentlessly measured.

And finally … the 10 best worst hostile takeover offers ever: Alphaville 

The FT revisits some of the most notable hostile takeovers in modern corporate history, highlighting why such bids continue to capture attention despite rarely ending in outright boardroom coups. From early UK raiders exploiting undervalued assets to US activists reshaping takeover law, the article traces how hostile approaches have influenced governance standards, shareholder rights and regulatory frameworks. Many episodes show that aggressors often profited without completing deals, while targets frequently emerged weakened by debt, asset sales or strategic disruption. The retrospective also underlines how legal precedent, market structure and financing innovations – from proxy fights to junk bonds – have shaped outcomes. History shows that hostile bids are less about drama than leverage, incentives and process, with long-term consequences for valuation, strategy and stakeholder trust long after headlines fade.