Shareholder Activism

News & Analysis as of

Preparing a Company to Deal With Activist Investors [Video]

It does not matter whether a company is approached by a single activist investor or a group of activist hedge funds, a company and its board should have a strategy prepared. In this video, Foley Partner Deepak Nanda discusses...more

Wolf Pack Activism: A Quick Look

Recently, a lot of media attention has been devoted to the growth in hedge fund activism and the question of whether rules regarding disclosure should be changed with respect to the number of days within which active...more

What’s Driving the Rise of Shareholder Activism in Europe?

Düsseldorf-based Dr. Harald Selzner is a partner at Latham & Watkins and Co-chair of the firm’s global M&A Practice. He has extensive experience in domestic and cross-border M&A transactions, including corporate...more

Blog: WSJ Reports SEC Enforcement Looking At Failures To Disclose Alliances Among Hedge Fund Activists

The WSJ reports that the SEC is investigating whether some hedge fund activists formed 13D “groups” but failed to make appropriate disclosure of their alliances. Under Rule 13d-5, when two or more persons agree to act...more

Proxy Puts: Consider With Caution

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more

Why Green Street Should Rethink Its One-Size-Fits-All Position on Corporate Governance

In our February 4, 2015 REIT Alert, “Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and Proxy Fights,” we addressed the increased risk faced by...more

Shareholder Proposals Regarding Corporate Respect for Human Rights

Shareholder proposals filed during this year’s proxy season reflect investors’ continued concerns about the social and environmental impacts of corporate operations. The Proxy Preview published by As You Sow, the Sustainable...more

Blog: They Spurred The Stock Buyback Phenomenon. Will Hedge Fund Activists Now Eviscerate R&D?

It is widely recognized that one of the primary causes of the current stock buyback phenomenon has been pressure from hedge fund activists....more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

Avoiding Personal Liability: A Guide For Directors And Officers

According to the popular media, we are living in an era of corporate crime. Scandals like Enron, HealthSouth and WorldCom stretch so far back they seem like they are not even of this millennium. Among the milestones since...more

Blog: Is “Tenure Voting” A Possible Cure For “Raging Corporate Activism”?

In “Seeking a Cure for Raging Corporate Activism,” published on March 17, 2015, in the WSJ, the author discusses a technique resurrected from the 1980’s that could, on reexamination, be “a bulwark against short-termers who...more

Blog: White Shares Observations On Shareholder Activism, The Shareholder Proposal Process And Fee-Shifting Bylaws

Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. ...more

User-Friendly 10-Ks–The Next Step in Shareholder Engagement

Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more

2015 Canadian Proxy Season – New Requirements and Continuing Trends

Annual meeting season for Canadian public companies starts soon. What new requirements and continuing trends will companies face in 2015? This update discusses some of them. - New requirements: The following new...more

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

Breaches in the Boardroom: What Directors and Officers can do to Reduce the Risk of Personal Liability for Data Security Breaches

Corporate directors and officers may increasingly be targets of shareholder derivative lawsuits in the wake of the surge of regulatory actions and private litigation around data breaches,. While no individual directors and...more

Withdrawal of Whole Foods No-Action Letter Leaves a Hole in Proxy Access Proposal Defense

On January 16, 2015, the Securities and Exchange Commission (SEC) announced that, for the 2015 proxy season, the Division of Corporation Finance will not express any views as to whether a company may exclude a shareholder...more

Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and...

Publicly traded REITs today face an increased risk of potential shareholder activism, proxy fights and otherwise hostile overtures. In response to this growing trend, public REITs should examine their corporate governance...more

"M&A Activity Jumps to Levels Unseen Since Before Global Financial Crisis"

Global M&A activity jumped in 2014, with over 40,000 tracked transactions totaling approximately $3.5 trillion in value. This represents the biggest year for M&A since 2007, the last year before the impact of the global...more

Why Every Day Is Proxy Season for Public Companies [Video]

Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley Partner John Wilson explains how the...more

"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more

"US Corporate Governance: Boards of Directors Remain Under the Microscope"

For a number of years, the message for directors of U.S. public companies has been that their decisions face greater and greater scrutiny. While some of this enhanced scrutiny has come from federal and state governments,...more

SEC Reverses Course on Proxy Exclusions for Certain Shareholder Proposals

Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

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