This week we highlight a post by the Harvard Law School Forum on Corporate Governance and Financial Regulation by Akin Gump attorneys. This article discussed how Dell has been planning to eliminate its tracking stock (DVMT) through a merger with a wholly-owned subsidiary that would effectively convert the outstanding DVMT shares into a new class of publicly traded Dell common stock, and the reluctance of many DVMT stockholders to support the proposed exchange.
Akin Gump litigation partner, Douglas Rappaport, has been quoted in The Deal on litigation strategies for shareholder activists. Rappaport addresses the report that shareholder activists and corporations are filing fewer lawsuits targeting each other, but that they are continuing to write letters and with challenges seeking books and records, outside the public view.
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After an uptick in activist campaigns in the last couple of years, followed by a recent minor plateauing, shareholder activism has entrenched itself in the modern climate of corporate governance. In particular, shareholder activists have entered industries that, until recently, have generally steered clear of such investors. One such industry is the energy sector, which has, until very recent times, often avoided prominent campaigns as a result of commodity price volatility.
This week we highlight a survey on current trends in cross-border M&A by the Brunswick Group. The survey polled more than 100 M&A lawyers, bankers and advisors across North America, Europe and Asia and found that leading dealmakers are optimistic that softness in cross-border M&A will soon reverse.
This week we highlight two analyses, one by J.P. Morgan and the other by Ernst & Young, reviewing the 2017 proxy season. The reports address board diversity; gender equality; environmental, social and governance (ESG) issues; and the normalization of shareholder activism as high priorities and key trends for many investors and boards.
In the midst of President Trump’s decision to withdraw from the Paris Agreement, shareholders are demanding greater transparency regarding climate change risks. While publicly-traded companies are often adept at disclosing boilerplate climate change risk factors in their security filings, investors are beginning to demand more as evidenced by a recent, successful stockholder resolution mandating that Occidental Petroleum Corp. produce a report detailing how climate change threatens its business. This is the first time that shareholders of a U.S. oil company have successfully required a climate stress test, and it could not have come without the support of both state pension funds and asset managers.
This week we highlight an analysis by Ernst & Young on the trends in US capital markets. The capital markets landscape has changed considerably over the past two decades, including the expansion of private capital markets and related regulatory changes. The report discusses the public market and private market trends impacting the number of US-listed companies today.
This week we highlight a report by Proxy Monitor on the early filings and voting returns of the 2017 Proxy season. Among early-meeting companies, proposals are evenly split between those relating to corporate governance and those relating to social policy concerns. Between now and the end of June, the shareholders’ votes will show if they have grown more determined about such issues as transparent political spending, a clean environment, more proxy access or splitting the chairman and CEO roles.