News & Analysis as of

Shareholder Activism

Thwarting Shareholder Activism Through Engagement

As the 2017 proxy season draws to a close for most companies, it is obvious that shareholder activism remains alive and well, though the actual number of public activist campaigns appears to have tapered off slightly as...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2017

by Stoel Rives LLP on

The SEC has been relatively quiet since November because it has been without a chair or a full board. At least one of those issues was resolved last week when Jay Clayton was sworn in as the SEC Chair. See here. Nine...more

The Role of Shareholder Activists in Scrutinizing Corporate Behavior

In the present uncertain legal and regulatory environment, the role of shareholder activists in scrutinizing corporate behavior seems to be gaining steam. See, e.g., An Activist Investment in Whole Foods Exposes Shifting...more

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

"Mergers and Acquisitions: 2016 Update"

Global mergers and acquisitions volume in 2016 declined from the record levels set in 2015, but activity was nonetheless strong by historical standards. Value of global deals was approximately $3.7 trillion, an annual total...more

Alert: DOL Issues Guidance on Shareholder Engagement and Pension Fund Investments

by Cooley LLP on

On December 28, the US Department of Labor ("DOL") issued Interpretive Bulletin 2016-01 (published in the Federal Register on December 29, 2016), setting forth its views concerning the legal standards under Sections 402, 403,...more

2017 Considerations for Israeli Companies That are Listed in the United States

by White & Case LLP on

In addition to our general update for foreign private issuers for the 2017 proxy season, Israeli companies that are listed in the United States are subject to a number of specific corporate governance and regulatory...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

In Case You Missed It - Interesting Items for Corporate Counsel - December 2016

by Stoel Rives LLP on

As the SEC as we know it labors through its last five weeks, we note the following activities: - Publication last week of 35 CDIs, covering a host of topics, including Regulation S and qualified institutional buyer...more

Defending Maryland Closed-End Funds

by Miles & Stockbridge P.C. on

Closed-end funds trading at a discount to net asset value sometimes are the subject of attack by activist stockholders. Activist focus on short-term gains can be at the expense of the long-term strategy preferred by many...more

Uncertainty in the Air: Boards Face Shifting Landscape in 2017

by Foley & Lardner LLP on

Corporate boards have become increasingly well acquainted with uncertainty as activist shareholders, aggressive regulators and shifting investor priorities have brought new levels of scrutiny and pressure on directors and...more

Developments in Proxy Access in Canada and the US: A Tale of Two Countries

by DLA Piper on

Proxy access is the ability for a shareholder to nominate candidates for election to the board of directors. In Canada, the Canada Business Corporations Act (CBCA) and many provincial corporate statutes, including the Ontario...more

Activist Hot List: A Few to Watch For – 2016

by Latham & Watkins LLP on

Listed below are selected funds with a recent history of US shareholder activism that we expect will continue those activities in connection with the 2017 proxy season. Companies should note that these activists may not...more

Anticipating Activism: Implications for Your 2017 Annual Meeting of Stockholders

by Latham & Watkins LLP on

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Bad news for RBS, which is tasked with scrounging up more capital after failing its Bank of England stress test—a bad sign for a British financial system still coping with Brexit fallout....more

Audit Committees Need Independent Counsel

by Blank Rome LLP on

There is some difference of opinion as to whether the audit committee of the board of directors of an organization (whether public, private, or nonprofit) needs independent counsel for the purpose of advising the audit...more

The SEC’s Universal Proxy Rulemaking: History & What to Expect

The SEC has announced it will consider proposed rules that permit the use of universal proxy cards in contested elections on October 26, 2016. The concept of a universal proxy has been on the periphery of the SEC’s...more

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

Slow but steady: US M&A H1 2016

by White & Case LLP on

The frenzied pace of US M&A in 2014 and 2015 calmed in the first half of 2016, returning the market to far more sustainable and familiar activity levels. After two blockbuster years, the first half of 2016 has brought...more

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

by Dorsey & Whitney LLP on

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

The Debate Over Shareholder Democracy

by Michael Volkov on

Corporate governance issues can quickly divide directors, management and shareholders. For years there has been a continuing debate over the efficacy and importance of shareholder democracy. In theory, and using loaded...more

2016 Proxy Season Review: Shareholder Proposals

by Dorsey & Whitney LLP on

With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the...more

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

by Dorsey & Whitney LLP on

On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements....more

Taseko Mines Defeats Raging River in Proxy Contest: Important Lessons for Boards Facing a Dissident Attack

by Bennett Jones LLP on

After a lengthy, acrimonious and costly proxy contest to remove three directors of Taseko Mines Limited (“Taseko”) and elect its own nominees, in early May, 2016, activist investor Raging River Capital LP (“Raging River”)...more

Third Time’s a Charm: NASDAQ Amends Proposed Rule Requiring Disclosure of “Golden Leash” Arrangements

by Dorsey & Whitney LLP on

As we previously reported here, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

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