Background Materials
June 2017 Roundtable
Choice Act 2.0 and other Regulatory Reforms
Shareholder Proposals
- Letter to SEC on Rule for Shareholder Proposal Resubmissions, Business Roundtable, April 2015
- Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, Leo Strine, March 2014, [excerpt, pp. 488-491]
- CHOICE Act 2.0 Affecting Shareholder Rights, Dodd-Frank.com, April 2017
- Shareholder Proposal Process in the Crosshairs, Cooley LLP, April 2017
- Financial CHOICE Act Imposes Sweeping Shareholder Proposal Reforms, Davis Polk & Wardwell LLP, April 2017
Say-on-pay Frequency
- CHOICE Act 2.0 Frequency of Shareholder Approval of Executive Compensation, Dodd-Frank.com, April 2017
- Did Say-on-Pay Reduce or “Compress” CEO Pay?, Pay Governance LLC, March 2017
Universal Proxy
- Draft Financial Choice Act 2.0 Prohibits Universal Proxy and Restricts Shareholder Proposals, Dodd-Frank.com, April 2017
- Universal Proxy Unlikely to be Adopted (and Would Have Little Effect Anyway), Fried, Frank, Harris, Shriver & Jacobson LLP, December 2016
Corporate Governance in the Trump Era
- Tread Lightly When Tweaking Sarbanes-Oxley, McDermott Will & Emery LLP, April 2017
- Dealmakers Expect a “Trump Bump” on M&A, Brunswick Group LLP, April 2017
NASDAQ’s Proposed Reform
- The Promise of Market Reform: Reigniting America’s Economic Engine, Nasdaq, Inc., May 2017
Engagements between Issuers and Activists
Engagements with Activists
- The Activist Investing Annual Review 2017, Activist Insight, February 2017
- Proxy Fights: Don’t Underestimate the Risk, Vinson & Elkins LLP, February 2017
The Rise of Settlements
- Dancing with Activists, Lucian Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch, May 2017
- Balancing Concessions to Activists Against Responsiveness to Broader Shareholder Base, Cleary Gottlieb Steen & Hamilton LLP, April 2017
- The Rise of Settled Proxy Fights, FTI Consulting, March 2017
- Think Twice Before Settling With An Activist, Vinson & Elkins LLP, December 2016
- Settlement Agreements with Activist Investors—the Latest Entrenchment Device?, Thompson Hine LLP, July 2016
Engagements between Issuers and Institutional Investors
- Letter from Larry Fink to CEOs Regarding Investor Engagement, BlackRock, Inc., January 2017
- BlackRock’s 2017-2018 Engagement Priorities, CamberView Partners, March 2017
- Protecting the Interests of Long-Term Shareholders in Activist Engagements, State Street Global Advisors, October 2016
- Shareholder Engagement: An Evolving Landscape, Abernathy MacGregor, March 2017
- Promoting Long-Term Value Creation—The Launch of the Investor Stewardship Group (ISG) and ISG’s Framework for U.S. Stewardship and Governance, Wachtell, Lipton, Rosen & Katz LLP, February 2017
The Short-Term/Long-Term Debate
- Long-Term Value in a Short-Term World, State Street Global Advisors, March 2017
- Who Bleeds When the Wolves Bite?, Leo Strine, February 2017
- Engagement: The Missing Middle Approach in the Bebchuk-Strine Debate, BlackRock, Inc., June 2016
Buybacks and Repurchases
- Short-Termism and Shareholder Payouts: Getting Corporate Capital Flows Right, Jesse Fried and Charles C. Y. Wang, January 2017
- How the Influx of Dividend-Minded Shareholders Will Impact Shareholder Activism, Covington & Burling LLP, November 2016
- Buybacks and the Board: Director Perspectives on the Share Repurchase Revolution, Tapestry Networks, September 2016
Horizontal Shareholding
- Economic Downsides and Antitrust Liability Risks from Horizontal Shareholding, Einer Elhauge, January 2016
- Cross-Ownership by Institutional Investors, Fried, Frank, Harris, Shriver & Jacobson LLP, March 2016
- Defusing the Antitrust Threat to Institutional Investor Involvement in Corporate Governance, Edward B. Rock and Daniel L. Rubinfeld, March 2017
- Product Market Competition in a World of Cross-Ownership: Evidence from Institutional Blockholdings, Jie He and Jiekun Huang, April 2017
Company Defenses and Legal Arrangements
Anti-Activist Poison Pills
- Anti-Activist Poison Pills, Marcel Kahan and Edward Rock, March 2017
Texas Anti-Activist Bill
- Glass Lewis on Texas Bill Targets Activist Investors, Advisors, Glass, Lewis & Co., May 2017
Special Meetings
- Special Meeting Proposals, Simpson Thacher & Bartlett LLP, September 2016
Multiple-Class Capital Structure
- The Untenable Case for Perpetual Dual-Class Stock, Lucian Bebchuk and Kobi Kastiel, April 2017
- Snap, Inc. Reportedly to IPO with Unprecedented Non-Voting Shares for Public, Institutional Shareholder Services, Inc., February 2017
- Snap and the Rise of No-Vote Common Shares, Ken Bertsch, May 2017
- Dual-Class: The Consequences of Depriving Institutional Investors of Corporate Voting Rights, Bernstein Litowitz Berger & Grossmann LLP, May 2017
- The “Corporate Governance Misalignment” Problem, Wilson Sonsini Goodrich & Rosati, March 2017
- Dual-Class Stock and Private Ordering: A System That Works, Wilson Sonsini Goodrich & Rosati, May 2017
- S&P Dow Jones Indices Announces a Consultation on the Eligibility of Non-Voting Share Classes, S&P Dow Jones, April 2017