Outright corporate wrongdoing at least has the virtue of honesty. The wrongdoer knows he is breaking the rules. More troubling is the genteel evasion, the kind carried out in the language of process and procedure, where dissent doesn’t get debated but simply vanishes.
That appears to be what happened at Airbnb, where shareholder proposals from The Heritage Foundation and the American Conservative Values ETF raising concerns about antisemitism and viewpoint discrimination somehow never made it into the company’s 2025 proxy materials.
We filed suit in federal court, alleging that Airbnb improperly excluded properly submitted shareholder proposals from its proxy materials in violation of Securities and Exchange Commission regulations. This case is about whether corporate managers get to decide which shareholders are allowed to speak.
Our proposal requested that Airbnb’s board examine how the company manages legal and reputational risks connected with politicized divestments. Airbnb has a documented history of singling out Israeli properties for removal, a move that led to state-level sanctions in Texas and Florida for supporting the Boycott, Divestment and Sanctions movement. When the financial consequences mounted, Airbnb reversed course, suggesting that its principles had some flexibility when confronted with potential financial loss.
Still, the precedent had been established: Airbnb waded into Middle Eastern geopolitics, singling out the region’s only democracy for commercial punishment. Shareholders might reasonably wonder, we figured, whether management learned the right lesson—or merely discovered that political activism is costly when it collides with fiduciary duty.
The timing of Heritage’s proposal was deliberate, part of a broader effort to expose and repudiate antisemitism. After the Oct. 7, 2023, Hamas attacks, it took the Boycott, Divestment and Sanctions movement just one day to call for “institutional pressure campaigns” against companies doing business in the region. Airbnb again found itself in the crosshairs of activists far more interested in punishing the Jewish state than protecting shareholder value.
We were appalled. Corporate governance doesn’t permit shareholders to dictate business decisions. (Boards make those calls under the business judgment rule, and their fiduciary duties run to all shareholders, not one viewpoint.) Yet the law requires transparency.
When boards navigate politically charged issues carrying significant legal and reputational risks, shareholders are entitled to understand how those risks are being managed. A firm can choose its response to international atrocities, but it can’t hide that choice from the shareholders.
Heritage didn’t ask Airbnb to support Israel or oppose the antisemitic Boycott, Divestment and Sanctions movement, though both would have been defensible. We asked it to assess the risks of being repeatedly drawn into campaigns against the Jewish state by activists with no stake in the company’s success. That is good governance, not ideology.
A separate proposal from the American Conservative Values ETF addressed Airbnb’s vague use of terms such as “hate group.” The company maintains policies allowing it to “investigate and remove” accounts associated with known hate groups, a category Airbnb defines with notable imprecision.
This vagueness has consequences. Airbnb has canceled accounts belonging to the parents of conservative activists, suggesting that guilt by association has become broad enough to extend to families. The ACVF proposal sought transparency into how such policies affect users’ constitutionally protected rights, a pertinent question given that digital platforms wield unprecedented power to exclude citizens from the commercial marketplace through subjective determinations.
These are precisely the kinds of governance questions that SEC Rule 14a-8 was designed to facilitate.
Both proposals were properly submitted via FedEx to Airbnb’s San Francisco headquarters in December 2024. Both have delivery confirmation, including signatures from the company’s mailroom manager—Heritage’s on Dec. 19 and ACVF’s on Dec. 20. Under SEC rules, Airbnb had two options: Include the proposals in proxy materials or formally notify us of deficiencies and seek exclusion through established procedures.
Airbnb did neither.
Instead, the proposals simply disappeared. Their absence became apparent only when the 2025 proxy materials appeared in late April. Yet a submission from Connecticut Retirement Plans and Trust Funds, a liberal institution that embraces environmental, social and governance orthodoxy, was included without incident. Evidently, Airbnb’s mailroom works just fine when the sender’s politics prove … “agreeable.”
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When presented with proof of delivery, Airbnb suggested that FedEx somehow fabricated the records—an explanation that strains credulity. Yet even after raising that claim, the company declined to correct the record, issue supplemental materials or offer assurance about future compliance.
This isn’t how corporate democracy should work. Rule 14a-8 exists because shareholders aren’t passengers; they’re owners. The rule ensures that management cannot silence inconvenient viewpoints by procedural maneuver. If companies can ignore proposals they dislike while advancing those they favor, then shareholder rights become contingent on politics, not principle.
Airbnb has already tried to dismiss this case, and that motion is pending with the court. If the motion fails, then the company will have to explain, under oath, how a mail system that reliably processes ESG-friendly submissions suddenly malfunctions when shareholders raise questions about antisemitism, viewpoint discrimination and fiduciary risk management.
We aren’t going away. Even as this case proceeds, we have submitted another proposal for Airbnb’s 2026 proxy. Because the question here is bigger than any single company.
Do shareholders have equal standing under the rules, or only when management approves of their views?
Corporate democracy, like political democracy, depends on more than lofty language. It depends on enforcing the rules fairly, consistently and without regard to ideology. When those rules are ignored, silence isn’t an accident. It’s a decision.
This piece originally appeared in The Washington Times
