Shareholder Rights (Fairfax)
M 10:00AM - 12:00PM
Tanenbaum Hall 345
This seminar will explore the rights and obligations of shareholders in public companies, with a particular focus on the recent expansion of shareholder rights and surge in shareholder activism as well as recent state, federal and Securities and Exchange Commission (“SEC”) initiatives related to shareholders and their voting rights. We will examine the different types of shareholders and entities engaged in activism including hedge funds, unions, pension funds, retail investors, and shareholder proxy advisors. After highlighting shareholders’ rights and responsibilities in the public corporation, the seminar will focus in detail on the ways in which shareholders exercise their voting power as well as the legal, economic, and practical impediments to shareholder voting and activism. The seminar will explore current strategies used by shareholders to influence corporate affairs, including withhold the vote campaigns, proxy contests, majority voting, board declassification, say on pay, and proxy access. In addition, the seminar will analyze the regulation of shareholder proposals and the primary types of proposals shareholders advance. The seminar also will explore the recent rise in, and potential impact of, shareholder efforts to use their voting rights to influence environmental, social and governance (ESG) objectives. Finally, the seminar will examine state, federal and SEC proposals related to shareholder voting, and the likely impact of those proposals on shareholders and corporate governance. Grades in this seminar will be based on a combination of active participation in class discussion, weekly assignments and a final paper based on one of the seminar themes.
Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.
Skills Learning outcomes: Demonstrate an understanding of the individual course skill; Demonstrate the ability to receive and implement feedback; Demonstrate an understanding of how and when the individual course skill is employed in practice.
Perspectives on the Law Learning outcomes: Demonstrate an understanding of how the law affects, and is affected by, the individual course topic; Perform legal analysis in the context of the individual course topic; Communicate effectively on the legal and other aspects of the individual course topic; Demonstrate the ability to use other disciplines to analyze legal issues relevant to the individual course topic, including economics, philosophy, and sociology, as appropriate.
Environmental Law Learning outcomes: Demonstrate a core understanding of environmental law; Perform legal analysis in the context of environmental law; Communicate effectively on topics related to environmental law; Demonstrate an understanding of how environmental law affects other areas of law.
Equity and Inclusion Learning outcomes: Demonstrate a core understanding of the varied legal aspects of equity and inclusion; Perform legal analysis in the context of topics related to equity and inclusion; Communicate effectively on the legal aspects of equity and inclusion; Demonstrate an understanding of how equity and inclusion are connected to and affected by a wide variety of legal and regulatory structures and doctrines.
"Shareholder Democracy: A Primer on Shareholder Activism and Participation" by Lisa M. Fairfax