Boston University School of Law

JD928 Shareholder Activism (S)

JD 928 ( A1)  R 10:40 AM-12:40 PM 
3 cr., Spring 
Professor Webber 
No Class Website

The recent rise of shareholder activism has become one of the most important topics for investors, corporate managers, and lawyers, transforming the way that public companies are run. Investment funds of all types have turned to activist strategies, including hedge funds, mutual funds, pension funds, labor union funds, religious orders, and charitable foundations. These shareholders are no longer content to passively defer to senior managers and boards of directors while quietly collecting their dividends and hoping for share price appreciation. Some may demand specific business changes, others demand across-the board governance reforms, and still others may pursue environmental or social objectives. This course will explore the various forms of shareholder activism, and corporate responses to them. We will examine the debate over proxy access, say-on-pay initiatives, majority voting for directors, the corporate governance reform movement, corporate political activity, socially responsible investing, and shareholder litigation. In examining these issues we will discuss the costs and benefits of such activism. Students will also develop an appreciation for the institutional players that drive this activism, and for those that oppose it. Students should expect to hear from several guest speakers from all sides of the shareholder activist debate. PREREQUISITE: Corporations (may be waived with instructor's permission). NOTE: A limited number of students may be permitted to satisfy the upper-class writing requirement with the approval of the instructor. GRADING NOTICE: This course does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.