Shareholder Activism

Amendment laws implementing the Shareholders’ Rights Directive: Action Points for Boards of Austrian listed companies On 23 July 2019, amendments of the Stock Corporation Act and Stock Exchange Act implementing the Shareholder Rights Directive II (2017/828) entered into force. Directive 2017/628/EU to encourage long-term shareholder engagement was implemented with the aim to minimize the administrative … Continued

Bill implementing the Shareholders’ Rights Directive: what it means for Dutch listed companies On 2 April 2019, the bill implementing the revised Shareholder Rights Directive was adopted by the Lower House of Parliament. The bill was amended to take into account a number of modifications to the initial draft. The implementation of Directive 2017/628/EU to … Continued

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come … Continued

Dealing with Activist Hedge Funds and Other Activist Investors Introduction Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders and have outperformed the market and their peers have come … Continued

SEC to Study Quarterly Reporting & Earnings Guidance and their Contribution to Short-Termism In a potentially significant step for public companies and the U.S. economy, the SEC today launched a formal comment process aimed at optimizing the periodic reporting system for U.S. companies. The SEC’s review is wide-ranging, reaching whether reforms could and should be … Continued

Some Thoughts for Boards of Directors in 2019 By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Amanda S. Blackett and Kathleen C. Iannone December 14, 2018 In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader … Continued

Dutch cooling-off period in face of shareholder activism or hostile take-over On December 7, 2018, the Dutch government published draft legislation aimed at promoting a careful decision-making process in case of shareholder activism or a hostile takeover. If enacted in its current form, the proposal would introduce a statutory cooling-off period of up to 250 … Continued

Spotlight on Boards The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee … Continued

Shareholders’ Rights Directive implementation bill now before Parliament On 16 October 2018, the bill for the implementation in Dutch law of the revised Shareholders’ Rights Directive (EU 2017/828) was submitted to the lower house of the Dutch parliament (Tweede Kamer). In this newsletter, we will describe the changes in the bill compared to the earlier … Continued

The Future of the Corporation A project of the British Academy—“The Future of the Corporation” reached a major milestone on November 1, 2018 with the public discussion of a framework and supporting papers. The project is led by Oxford Prof. Colin Mayer. In his framework, Prof. Mayer puts forth a radical reinterpretation of the nature … Continued