The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 24 Jun 2026 20:59:29 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Limitations on Contributions Would Undercut Directors – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Limitations on Contributions Would Undercut Directors https://corpgov.law.harvard.edu/2011/08/11/limitations-on-contributions-would-undercut-directors/?utm_source=rss&utm_medium=rss&utm_campaign=limitations-on-contributions-would-undercut-directors https://corpgov.law.harvard.edu/2011/08/11/limitations-on-contributions-would-undercut-directors/#comments Thu, 11 Aug 2011 13:22:48 +0000 http://blogs.law.harvard.edu/corpgov/?p=20029?d=20150113161145EST Posted by David A. Katz, Wachtell, Lipton, Rosen & Katz, on Thursday, August 11, 2011
Editor's Note:

David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions. This post is based on an article by Mr. Katz and Laura A. McIntosh that first appeared in the New York Law Journal. This post references a paper from the Program on Corporate Governance by Lucian Bebchuk and Robert Jackson titled Corporate Political Speech: Who Decides?, discussed on the Forum here. A committee of law professors co-chaired by Bebchuk and Jackson recently submitted a rulemaking petition to the SEC concerning corporate political spending; that petition is discussed here.

In mid-July, the Shareholder Protection Act [1] was reintroduced into Congress, representing the latest attempt by shareholder activists to extend corporate governance requirements to cover political spending by corporations in the wake of last year’s Supreme Court decision in Citizens United v. Federal Election Commission. [2] If it were to be adopted and signed into law, the Shareholder Protection Act would create a formidable set of burdens for corporations that wish to make political-speech contributions, while exempting labor unions from its requirements. Just like a similar legislative initiative, the DISCLOSE Act of 2010 (also known as the Democracy Is Strengthened by Casting Light on Spending in Elections Act), [3] which failed to pass Congress, the Shareholder Protection Act is a poorly conceived concept from a corporate governance perspective.

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