The shareholder empowerment movement (movement) has renewed its effort to eliminate, restrict or at the very least discourage the use of dual class share structures in initial public offerings (IPOs). This renewed effort was triggered by the recent Snap Inc. IPO that utilized non-voting stock....

Anyone who has had the opportunity to teach corporate law understands how difficult it is to provide a compelling explanation of why the business judgment rule (Rule) is so important. To provide a better explanation of why this is so, this Article takes the approach that the Aronson formulation...

Investment advisers to mutual funds, exchange-traded funds, and separately managed accounts are typically delegated the authority to vote their clients' securities. When this delegation occurs, these investment advisers have a fiduciary duty to vote their proxies, typically the voting rights...

Shareholder activists on both sides of the political spectrum have increasingly been using shareholder proposals to debate the most pressing and divisive social issues of our times. Responding to these proposals cost corporations tens of millions of dollars each year, not to mention the loss in...

This comment letter respectfully identifies two fatal flaws in the SEC’s proposed rule, Modernization of Beneficial Ownership Reporting (“proposed rule”), that would not allow it to survive a legal challenge. First, by ignoring the “sole purpose” of the Williams Act, the protection of...

The focus of this Article is on the agency costs that may be created by the empty voting of investment advisers to index funds and how they can be mitigated so as to protect the value of private employee pension benefit plans. This Article focuses on BlackRock because it has taken a leadership...

Historically, the SEC has allowed public companies to exclude from their proxy materials shareholder proposals for the nomination of directors by shareholders. This rule has allowed the nomination of directors to remain under the control of the board of directors and its nominating committee....

Traditionally, the default rules of corporate and securities law have provided the Board with exclusive authority to decide whether shareholder proposals on proxy access are to be included in a public company’s proxy solicitation materials. However, the SEC has recently amended its rules to...

In his keynote address at the Journal of Corporation Law spring banquet (March 8, 2012), Mr. Sharfman discusses the negative impact shareholder empowerment has on the efficiency of decision making at public companies. Shareholder empowerment is the shifting of decision making from the board of...

This presentation represents my current thinking on my manuscript, Moving Beyond the Dodd-Frank Act: Reducing Systemic Risk by Cooling Wall Street's Bonus Culture. A revised manuscript will be completed by Jan. 1, 2011