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....

In today's world of corporate governance, the board of directors of a publicly held firm (public company) will almost certainly be made up of a majority of independent directors. Armed with such independence, it is hoped that corporate boards can better monitor for managerial opportunism and...

Please find attached the slides I presented at the George A. Leet Symposium on Nov. 6, 2020. I am going to be revising my white paper, "The Conflict between Blackrock's Shareholder Activism and ERISA's Fiduciary Duties" based on these slides. This revised version will then be published in the...

To combat the “proactive” agency costs of agency capitalism, this Article proposes that the United States Securities and Exchange Commission (“SEC” or “Commission”), in whatever form it deems appropriate, require mutual fund advisers to disclose, under the Proxy Voting Rule, their...

Numerous empirical studies have shown that hedge fund activism has led to enhanced returns to investors and increased firm performance. Nevertheless, leading figures in the corporate governance world have taken issue with these studies and have argued that hedge fund activism leads to long-term...

Offensive shareholder activism (more commonly known as hedge fund activism) can be understood as a corrective mechanism in the governance of a public company. The legitimacy of offensive shareholder activism as a corrective mechanism is based on numerous empirical studies that have found this...

Under an Arrowian framework, centralized authority and management provides for optimal decision making in large organizations. However, Kenneth Arrow also recognized that other elements within the organization, beyond the central authority, occasionally may have superior information or...

Traditionally, the default rules of corporate and securities law have provided a public company s board of directors with exclusive authority to decide whether shareholder proposals on proxy access are to be included in that company s proxy solicitation materials. However, the Securities and...

This submission is in response to Chairman Clayton's July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that...