Advancing Board Declassification in the 2013 Proxy Season

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2012-11-29

Summary:

Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), a clinical program at Harvard Law School, and Scott Hirst is the SRP’s Associate Director. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. The work of the SRP has been discussed in other posts on the Forum available here

In joint press releases issued earlier this week, the Shareholder Rights Project (SRP) and each of eight institutional investors it represents announced their collaboration for the 2013 proxy season to encourage 74 S&P 500 and Fortune 500 public companies to move to annual elections. The SRP has submitted shareholder proposals on behalf of the eight SRP-represented investors for a vote at the 2013 annual meetings of 74 S&P 500 and Fortune 500 companies. A list of the 74 companies that received proposals is available here. The proposals urge repeal of the companies’ staggered boards and a move to annual elections.

The SRP and SRP-represented investors have already begun to engage with companies receiving shareholder declassification proposals, and some of the companies receiving shareholder proposals have already agreed to take steps necessary to declassify their boards. It is expected that, as occurred during the 2012 proxy season, the engagement by the SRP and SRP-represented investors will result in negotiated outcomes and moves to annual elections at a large proportion of the 74 companies receiving proposals.

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Link:

http://blogs.law.harvard.edu/corpgov/2012/11/29/advancing-board-declassification-in-the-2013-proxy-season/

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corporate elections & voting shareholder proposals program news & events institutional investors classified boards illinois state board of investment los angeles county employees retirement association lucian bebchuk nathan cummings foundation north carolina state treasurer ohio public employees retirement system scott hirst shareholder rights project staggered boards precatory proposals florida sba prim school employees retirement system of ohio

Authors:

Lucian Bebchuk and Scott Hirst, Harvard Law School,

Date tagged:

11/29/2012, 09:54

Date published:

11/29/2012, 08:47