LAWS 6825 Corporate Governance: Shareholder Engagement and Activism

Shareholder activism has moved from the margins of corporate law to the center of public company governance. Drawing on recent activist campaignsincluding those at ExxonMobil, Disney, Lululemon, Starbucks and Tripadvisorthis seminar will examine the evolving relationship between shareholders and public companies in the United States. Whereas individuals once held the majority of public shares, institutional investorsincluding hedge funds, mutual funds, pension funds, insurance companies, and foundationsnow hold over two-thirds of the outstanding shares of the thousand largest U.S. public companies. The course will analyze the preferences, incentives, and constraints of different investors, as well as the evolving activist strategies, the impact of regulatory changes, and the role of new technology in shareholder engagement and activism. Students will assess shareholder efforts and corporate responses on issues such as sustainability, proxy access, executive compensation, corporate social responsibility, political spending, and board diversity, among others. Finally, students will consider how increasing shareholder sophistication challenges traditional theories of the corporation and of the regulatory approaches to corporate governance.