Monday, February 25, 2008
Shareholder Activism
Storm the gates! Climb aboard the ship! Ford the moat! Make our claims heard among the charlatans of corporate greed!
Earlier we noted that proxy vote strategies to promote women directors were naïve at best and ineffective at their worst.
Other more erudite women in leadership are doing a much better job at educating us about what it truly takes to become responsible, informed and enlightened and involved shareholders.
Lynn A. Stout of the UCLA School of Law recently published an article (posted on the Harvard Law School Governance Blog and the SSRN):
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1089606
which she co-authored with Iman Anabtawi, entitled: “Fiduciary Duties for Activist Shareholders.”
“This article argues that greater shareholder power should be coupled with greater shareholder responsibility. In particular, it argues that the rules of fiduciary duty traditionally applied to officers and directors and, more rarely, to controlling shareholders, should be applied to activist minority investors as well. This proposal may seem a radical expansion of fiduciary doctrine. Nevertheless, the foundations of an expanded shareholder duty have been laid in existing case law. Moreover, there is no reason to believe that newly-empowered activist shareholders are immune to the forces of greed and self-interest widely understood to tempt corporate officers and directors. Corporate law can, and should, adapt to this reality.”
Lynn Stout is the Paul Hastings Professor of Corporate and Securities Law , UCLA Law School:
http://www.law.ucla.edu/home/index.asp?page=722
There are other women in leadership positions in governance who are presenting many more cogent cases for reasoned strategies (rather than bra-burnings) to foster change within corporations, today.
Beth Young, lecturer at Harvard Law:
http://www.law.harvard.edu/faculty/directory/facdir.php?id=692
teaching Shareholder Activism at Harvard Law School with Lucien Bebchuk:
http://www.law.harvard.edu/faculty/directory/facdir.php?id=6
Eileen Nugent, Mergers and Acquisitions Attorney and Partner at Skadden et al.:
http://www.skadden.com/index.cfm?contentID=45&bioID=124
Hillary Sale, F. Arnold Daum Chair in Corporate Finance and Law, University of Iowa College of Law:
http://www.law.uiowa.edu/faculty/hillary-sale.php
Andrea Unterberger, Assistant General Counsel and the Director of CSC® Media at Corporation Service Company:
http://www.lexisnexis.com/csc/default.asp?loc=C113819DA&pcode=CSC&tcode=CSC&mode=about
Ann Yerger, Executive Director Council of Institutional Investors:
http://www.sec.gov/spotlight/soxcomp/bios/bioayerger.pdf
Each one of the women has provided a highly valuable contribution to the field of governance and each one is worth our time and attention.
Earlier we noted that proxy vote strategies to promote women directors were naïve at best and ineffective at their worst.
Other more erudite women in leadership are doing a much better job at educating us about what it truly takes to become responsible, informed and enlightened and involved shareholders.
Lynn A. Stout of the UCLA School of Law recently published an article (posted on the Harvard Law School Governance Blog and the SSRN):
which she co-authored with Iman Anabtawi, entitled: “Fiduciary Duties for Activist Shareholders.”
“This article argues that greater shareholder power should be coupled with greater shareholder responsibility. In particular, it argues that the rules of fiduciary duty traditionally applied to officers and directors and, more rarely, to controlling shareholders, should be applied to activist minority investors as well. This proposal may seem a radical expansion of fiduciary doctrine. Nevertheless, the foundations of an expanded shareholder duty have been laid in existing case law. Moreover, there is no reason to believe that newly-empowered activist shareholders are immune to the forces of greed and self-interest widely understood to tempt corporate officers and directors. Corporate law can, and should, adapt to this reality.”
Lynn Stout is the Paul Hastings Professor of Corporate and Securities Law , UCLA Law School:
There are other women in leadership positions in governance who are presenting many more cogent cases for reasoned strategies (rather than bra-burnings) to foster change within corporations, today.
Beth Young, lecturer at Harvard Law:
teaching Shareholder Activism at Harvard Law School with Lucien Bebchuk:
Eileen Nugent, Mergers and Acquisitions Attorney and Partner at Skadden et al.:
Hillary Sale, F. Arnold Daum Chair in Corporate Finance and Law, University of Iowa College of Law:
Andrea Unterberger, Assistant General Counsel and the Director of CSC® Media at Corporation Service Company:
Ann Yerger, Executive Director Council of Institutional Investors:
Each one of the women has provided a highly valuable contribution to the field of governance and each one is worth our time and attention.
# posted by ChampionBoards.com @ 5:51 PM 
