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Shareholder Activism
Professor Lucian Bebchuk and Ms. Beth Young
2 classroom credits LAW-46381A Fall

This course will focus on the practice and regulation of shareholder activism in US publicly-traded companies. After examination of the legal and economic impediments to shareholder involvement in corporate affairs, we will proceed to examine the ways in which some shareholders have sought to influence the governance of firms. Here we will review in detail the regulation and practice of shareholder proposals; we shall discuss both the requirements that stockholders must meet to place proposals on the corporate ballot -- and the main types of proposals that shareholders have been putting forward, including proposals concerning majority voting, executive compensation, poison pills, and corporate social responsibility. We shall also discuss other ways in which stockholders may seek to influence firm governance, including withhold campaigns and proxy contests, and the role of the Securities and Exchange Commission in regulating shareholder actions and communications. In addition, we shall examine the different types of players in the shareholder activism landscape, including money managers, hedge funds, union and public pension funds, block-holders, and shareholder advisors such as ISS.

The course will meet for 16 sessions of one and a half hours during the semester. Speakers representing different dimensions of the shareholder activism practice will participate and speak in some of the sessions. There will be no exam; instead, students will be required to submit a series of written assignments. Open to JD students who took or are concurrently taking a basic course in corporations, to LLM students who took a course in corporate or business law in their prior legal studies, and to other students with the permission of the instructors.

Enrollment in the course is limited to 40.

Beth Young, whose legal practice has focused on the shareholder activism area, is a Senior Research Associate of The Corporate Library and Principal of Corporate Governance Research and Consulting.

 

 

 

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