The shareholder commons is
committed to fundamental
change in the capital markets
Founded in 2019, we are an independent, non-profit organization that addresses social and environmental issues from the perspective of shareholders who diversify their investments to optimize risk and return.
mission and vision
whom we serve
The Shareholder Commons (TSC) addresses social and environmental issues from the perspective of shareholders who diversify their investments to optimize risk and return. Our advocacy focuses on the divergence that often emerges between a company’s interest in maximizing its cash flows over the long term and its shareholders’ interests in optimizing overall market returns.
our theory of change
The most important factor determining diversified portfolios’ long-term value is the economy’s intrinsic value, not individual portfolio companies’ relative financial performance. Accordingly, individual company behavior that harms the economy threatens diversified investors, even when that conduct might increase the company’s own long-term value.
But the structure of markets today focuses investors almost entirely on the effect company decisions have on the company itself: shareholder ESG (environmental, social, and governance) activism generally seeks “win-win” changes in corporate behavior that will both improve a company’s social and environmental impact and increase its enterprise value. This strategy implicitly permits business plans that harm social and environmental systems and, consequently, diversified shareholders, as long as those plans maximize value at the enterprise level.
TSC provides tools to diversified shareholders that allow them to prioritize the preservation and enhancement of systemic value. These tools will improve financial returns and better align the financial sector with the global economy’s needs.
TSC’s mission is to help diversified shareholders to reprioritize their activism to put social and environmental systems first. Our work demonstrates that shareholders (or managers who represent their interests) have the capacity to force substantive change at companies to improve the economy and thus diversified shareholders’ returns. We seek to catalyze the development of shareholder-created guardrails: minimum rules of conduct that focus companies on succeeding financially through innovation and efficiency, rather than through externalizing social and environmental costs.
The Corporate Sustainability Movement
The Shareholder Commons “(TSC)” grows out of our leadership’s prior experience creating paths for sustainable business through work in both the for-profit and non-profit sectors. While recognizing the investment community’s increasing focus on corporate social and environmental impact, we all came to believe that there was a critical gap in investor efforts to engender more responsible corporate conduct.
The Problem of the Business Case
Despite the important work being done under ESG, sustainable investing, and similar labels, we perceived two related barriers to the fundamental changes needed in the financial system. First, when investors engaged with portfolio companies on social and environmental concerns, they shied away from calling for actual prioritization of these concerns over profits; instead, they relied on arguments that companies would increase their long-term financial value by improving their systemic impact. Second, in order to justify the reliance on such “win-win” argumentation, many investment professionals denied that a conflict ever exists between caring for society and the environment on the one hand and optimizing long-term enterprise value on the other.
This denial is a potent but dangerous fantasy. Businesses operate in a complex, interdependent economy that is threatening critical planetary and social boundaries; as a result, many successful strategies for increasing cash flows and enterprise values can externalize significant costs. Realistically, the changes in corporate behavior necessary to preserve critical systems will require some corporations to make decisions that will not maximize their long-term value.
Our work relies on the recognition that this surrender of value at the corporate level is not necessarily problematic from an investor’s perspective. Indeed, the greatest threat to diversified investor returns comes from the trillions of dollars in social, environmental, and economic costs businesses externalize annually, not from the failure of individual companies to optimize their own returns. Diversified shareholders internalize these costs, and the company-first focus of current shareholder engagement can’t adequately address company behavior that undermines long-term, broad economic health. TSC promotes system stewardship to close the gap between conventional ESG investing and the challenge of corporate cost externalization.
Chief Executive Officer, Board Member
Rick practiced law for 30 years at Morris, Nichols, Arsht & Tunnell in Wilmington, Delaware, including four years as managing partner. During that time, he was selected as one of the ten most highly regarded corporate governance lawyers worldwide and as one of the 500 leading lawyers in the United States. In 2015, Rick became Head of Legal Policy at B Lab, where he worked to create sustainable corporate governance structures around the globe. He left that position in 2019 for a fellowship that led to the creation of The Shareholder Commons.
Rick serves as Director and Treasurer of the American College of Governance Counsel, and is a member of the Advisory Board of Beren Pharmaceuticals, P.B.C., the Council of Institutional Investors Markets Advisory Council, and the Commonwealth Climate and Law Initiative Advisory Board. He is also a member of the Delaware Corporation Law Council, the body responsible for maintaining the premier corporate statute in the United States, where he previously served as Vice-Chair and Chair and drafted legislation, including provisions prohibiting mandatory arbitration, enabling proxy access, implementing majority voting and authorizing benefit corporations.
Rick has testified before the Congressional Joint Economic Committee, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, and the Delaware General Assembly; he also served as consultant to the United States Department of Justice in Purdue Pharma bankrupcty matter. He is the author of Benefit Corporation Law and Governance: Pursuing Profit with Purpose (Berrett Koehler 2017).
Sara e. murphy
Chief Strategy Officer
Sara joined The Shareholder Commons in 2020 after 22 years working in sustainable investing and environmental and social advocacy. Sara began her career working for NGOs in the international development and disaster response fields. In 2001, she transitioned into Sustainable and Responsible Investment (SRI) research for the Investor Responsibility Research Center (IRRC), where she specialized in bioengineering and defense contracting research. After leaving IRRC, Sara spent several years at The Cadmus Group, an environmental consultancy. In 2005, Sara moved to Frankfurt, Germany to work as a senior sustainability analyst for Fortis Investments’ SRI fund management team. Fortis Investments was acquired by BNP Paribas Asset Management during Sara’s tenure. Sara moved back to Washington, DC in 2011, where she launched her independent consultancy on sustainable investing and corporate responsibility.
Sara holds a Bachelor of Arts degree from the University of Virginia in French and Spanish, and a Master of Arts degree from George Mason University in Economics. Sara grew up in Asia and sub-Saharan Africa, which fundamentally shaped her understanding of the business world’s long reach and influence.
Chief Operating Officer
Sophie joins The Shareholder Commons with 25 years of experience in non-profit organizations and civil service. Prior to joining the team, Sophie spent nine years at B Lab, the non-profit behind Certified B Corporations and the benefit corporation form. At B Lab, she led teams focused on business development, policy, and fundraising, and directly informed strategy and operations as a member of the organization’s executive team. Sophie joined B Lab from the Clinton Global Initiative where she led a team that advised foundations, philanthropists, and corporations in making ambitious, clear, and measurable plans to tackle global challenges. Sophie’s passion for systemic change and effective teams is rooted in her early career as a high school teacher in Oakland, California. She holds a Master of Science in Education from Cal State University and a Master of Public Health from Columbia University.
Board of Directors
General Counsel, data.world
Head of US Stewardship and Sustainable Investments, Legal & General Investment Management America
Board Member, B Lab US & Canada
Managing Partner, Sinclair Capital
Susheela Peres da Costa
Founder, The Stewardship Centre
TSC is generously supported by the following institutions:
as well as contributions from individual donors.
TSC is additionally grateful to the organizations who have contributed in-kind or reduced cost services in support of its mission. To date, these include but are not limited to The Bliss Group, Cooley, Gasthalter, and Morrison Foerster.
Together, we're embarking on a fundamental transformation of our financial system...