{"text":[[{"start":6.6,"text":"The writer is general counsel of the California Public Employees’ Retirement System and a former chief of staff of the Securities and Exchange Commission"}],[{"start":15.35,"text":"As AI companies race towards trillion-dollar public stock offerings, their executives warn the technology is developing faster than our capacity to oversee it. If these companies had raised money from the public at any time over the past 80 years, federal law would have required them to give shareholders a forum for debating urgent issues like these. "}],[{"start":36.6,"text":"Today, the Securities and Exchange Commission has proposed repealing that rule, known as Rule 14a-8, which requires public companies to put qualifying shareholder proposals up for a vote. It argues this is an issue for state law. "}],[{"start":52.85,"text":"If AI companies make the momentous decisions they face without robust input from their shareholders, I believe both sides will regret it."}],[{"start":61,"text":"The directors and executives who run America’s AI companies oversee unprecedented opportunities and risks. They’ll have to decide how fast to deploy new models, to whom that technology should be available, and how to weigh the benefits and costs of development delays as China rushes ahead. Industry leaders know they need to hear from a range of voices to get these hard calls right, which is why many AI companies began as non-profit or public-benefit entities, and why some of their leaders have called for federal oversight of their work."}],[{"start":92.3,"text":"The SEC’s proposal to repeal rules giving shareholders a voice in public-company debates could not come at a worse time. These rules reflect the basic bargain between investors and companies: raising public money in America requires giving investors a say, even when management doesn’t agree with them. Repealing them will make it significantly more difficult for proposals to get in front of shareholders. "}],[{"start":116.65,"text":"While this SEC rule once occupied a technical corner of the law, it has recently grown controversial, with companies claiming advocates use it to advance their private agendas at public investor expense."}],[{"start":130.05,"text":"Based on those concerns, the SEC during the first Trump administration loosened the requirements by raising the ownership threshold for shareholders to put proposals up for a vote and barring from the proxy ballot previously raised proposals that could not command sufficient shareholder support. While one can debate the balance those changes struck, the SEC at that time acknowledged there should be a balance: while companies need to make decisions efficiently, shareholder voices also deserve weight."}],[{"start":159.4,"text":"I worked for an SEC Commissioner when those amendments were considered, and I later became chief of staff to SEC chair Gary Gensler. Now, as general counsel of the California Public Employees’ Retirement System, I advise an institution investing more than $650bn, which votes on thousands of shareholder proposals each year. Many of these reach the ballot only after engagement between directors and investors — discussions from which both sides learn a great deal. By raising them, proponents focus a board’s attention on issues that matter to shareholders — who do, after all, own the company. "}],[{"start":195.35000000000002,"text":"Calpers does not support every shareholder proposal. Some are poorly conceived. And a small number of gadflies have used the rule to advance niche ideas. But the solution to a bad proposal is to vote against it, not to make it, in effect, impossible for investors to raise issues at all."}],[{"start":213.35000000000002,"text":"The need for open debate is especially acute for AI companies seeking public money to develop technology that could define the future not just for their shareholders — but for all of humanity. Asking AI executives to decide how to develop such a powerful technology without input from their shareholders makes their job harder. Shareholder proposals are rarely binding, so the boards can decide differently when they disagree with investors. But they should know that they’re doing so."}],[{"start":241.90000000000003,"text":"Investors who disagree with a company’s choices can, of course, just sell their shares. But that’s not a desirable strategy for an investor the size of Calpers, which owns shares broadly across the economy. And it’s not a desirable strategy for small investors either. Nearly every American life is going to be touched by AI, so it’s appropriate that the people whose lives, safety and children will be affected by it have both a chance to benefit financially from the technology and a say in how it develops."}],[{"start":271.8,"text":"No one knows whether a decade from now the choices AI companies are making today will look visionary or devastating. In a democracy like ours, limiting debate is rarely a recipe for making the best decisions."}],[{"start":292.65000000000003,"text":""}]],"url":"https://audio.ftcn.net.cn/album/a_1792292163_3778.mp3"}