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