Corporate Democracy: The Proxy Fight (SC)

In American corporate governance, a “proxy fight” occurs when one or more dissident candidates challenge the board’s own nominees for election to the board of directors. In the last few years, the rise of shareholder activism and major changes to the SEC’s proxy regulations have reinvigorated the proxy fight as a shareholder tool. This Course will explore the proxy fight, with an emphasis on current trends. Topics include the origins of delegated voting and the modern proxy fight; the re-concentration of ownership and its impact on shareholder voting; proxy access and the universal proxy; voting practices of brokers, funds, and other institutional investors, and the rules that govern those practices; the technology and mechanics of corporate elections; proxy solicitation; the costs of proxy fights; recent, high-profile proxy fights (ExxonMobil, Starbucks, Walt Disney); and the future of corporate democracy.