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...

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...

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...