In recent years, shareholder activism has transformed the way public companies are run. Many 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. This course will explore various forms of shareholder activism. We will examine the debate over proxy access and its successful inclusion in Dodd-Frank, say-on-pay initiatives, majority voting for directors, the corporate governance reform movement, and shareholder litigation, touching on both securities fraud class actions and deal litigation. We will examine the debate over socially responsible investing and the problems posed by corporations' use of shareholder dollars to make campaign contributions, particularly in light of the Supreme Court's recent decision in Citizens United. In examining these debates 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. 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.