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. Fri, 26 Jun 2026 11:32:59 +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 Harvard’s Shareholder Rights Project is Still Wrong – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Harvard’s Shareholder Rights Project is Still Wrong https://corpgov.law.harvard.edu/2012/11/30/harvards-shareholder-rights-project-is-still-wrong/?utm_source=rss&utm_medium=rss&utm_campaign=harvards-shareholder-rights-project-is-still-wrong https://corpgov.law.harvard.edu/2012/11/30/harvards-shareholder-rights-project-is-still-wrong/#comments Fri, 30 Nov 2012 13:55:30 +0000 http://blogs.law.harvard.edu/corpgov/?p=36952?d=20150113134751EST Posted by Martin Lipton and Daniel Neff, Wachtell, Lipton, Rosen & Katz, on Friday, November 30, 2012
Editor's Note:

Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. Daniel A. Neff is co-chairman of the Executive Committee and partner at Wachtell Lipton. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Mr. Neff, Andrew R. Brownstein, Adam O. Emmerich, David A. Katz, and Trevor S. Norwitz. This post discusses the 2012/2013 activities of the Shareholder Rights Project, which are described in an earlier post here.

A small but influential alliance of activist investor groups, academics and trade unions continues — successfully it must be said — to seek to overhaul corporate governance in America to suit their particular agendas and predilections. We believe that this exercise in corporate deconstruction is detrimental to the economy and society at large. We continue to oppose it.

The Shareholder Rights Project, Harvard Law School’s misguided “clinical program” which we have previously criticized, today issued joint press releases with eight institutional investors, principally state and municipal pension funds, trumpeting their recent successes in eliminating staggered boards and advertising their “hit list” of 74 more companies to be targeted in the upcoming proxy season. Coupled with the new ISS standard for punishing directors who do not immediately accede to shareholder proposals garnering a majority of votes cast (even if they do not attract enough support to be passed) — which we also recently criticized — this is designed to accelerate the extinction of the staggered board.

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