Corporate Law Experts Agree: Shareholder Activism Here to Stay

By Andrew Cohen, Senior Communications Writer, Berkeley Law | Posted on

While the corporate law experts at Berkeley Law’s April 4 conference on shareholder activism offered different opinions about causes and impacts, they all found a patch of common ground: it’s here to stay.

Active shareholders assert their power as owners of a public company in order to change its behavior and encourage corporate responsibility, and their actions have increased dramatically in recent years. Triggering factors include sub-par share price performance, overly conservative financial strategies, and conglomerate business models. Since 2009, activist hedge funds have outperformed traditional hedge funds and other markets—forcing board rooms to take notice.

The conference, co-sponsored by the Berkeley Center for Law, Business and the Economy and the Berkeley Business Law Journal, illuminated this shifting landscape. Keynote speaker Larry Sonsini ’66, chairman of Wilson Sonsini Goodrich & Rosati, described how companies must adjust to these changes.

To read the rest of this article check out the link on the Berkeley Law website.

As Some of the Bailout Banks Recover, Taxpayers Start to See Some Payback

By Thiago Frazao, LL.M. Candidate 2014 | Posted on

Some recent news in the financial industry are indicating that bailout banks that received taxpayer money after the 2007-08 financial crisis may be starting to show signals of recovery and paying back some of the investments made by federal governments.

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Federal Regulators Issue Joint Guidance on Company-Run Stress Tests for Mid-sized Banks

By Arnold and Porter LLP | Posted on

On March 20, 2014, the Board of Governors of the Federal Reserve System announced the results of the annual company-run stress tests for the 30 largest banking institutions, concluding that the institutions have improved their capital positions and are now better positioned to endure conditions of extremely severe stress than they were five years ago. For Mid-sized Banks, this announcement offers a glimpse into the implementation of the stress-test public disclosure requirements, which such institutions are required to meet in 2015.

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SEC Cracks Down on High-Frequency Trading

By Jiarui (Tina) Guo, LL.M. Candidate 2014 | Posted on

Following the FBI’s announcement of a wide-ranging probe into high-frequency trading (HFT), the Securities and Exchange Commission (SEC) has placed its focus on the same area. “We currently have … a number of ongoing investigations regarding various market integrity and structure issuers, including high-frequency traders and automated trading,” said SEC Chair Mary Jo White, when testifying before a House of Representatives Appropriations subcommittee. Best-selling author Michael Lewis’s new book, “Flash Boys: A Wall Street Revolt” further fueled the long-standing debate that a group of tech-savvy insiders rigged the stock market using HFT.

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DOJ Secures First-Ever Successful Extradition on Antitrust Charge

By Wilson Sonsini Goodrich and Rosati | Posted on

On Friday, April 4, 2014, the Antitrust Division of the United States Department of Justice (DOJ) announced that Romano Pisciotti, an Italian national, was extradited from Germany for his alleged role in a marine hose bid-rigging conspiracy. It was reported that Mr. Pisciotti was returning to Italy from Nigeria and was arrested during a layover at Frankfurt Airport. This is the first successful extradition by the DOJ on antitrust charges.

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2014 Symposium: Keynote Address from Larry Sonsini on Shareholder Activism

By Valerie Jon Ramos, J.D. Candidate 2015 | Posted on

During the 2014 BCLBE and BBLJ Shareholder Activism Symposium, Larry Sonsini delivered the keynote address directed  at the change in the activist climate and how this change should be interpreted.

“Shareholder activism will be around for a while,” Sonsini declared because there has been a shift from a director-centric model to a shareholder-centric model. In this shareholder-centric model, shareholder activists agendas’ have become broader.  They are no longer only concerned with battles over defensive measures (e.g., poison pills and staggered boards) and CEO successions, but are now addressing corporate sustainability—taking into account social, environmental, economic, and governmental measures—and are attacking companies on their merits.

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2014 Symposium: Panel Explores the Hot Button Issues Surrounding Shareholder Activism

By Nahal Bahri, J.D. Candidate 2015 | Posted on

On Friday April 4, the Berkeley Business Law Journal and the Berkeley Center for Law, Business and the Economy hosted the 2014 Symposium on Shareholder Activism. With the rise in shareholder activism in publicly traded companies, activist campaigns are  “perceived by various stakeholders as threats to be avoided, part of the current landscape, and powerful sources motivating social responsibility.” The Symposium explored this topic through hosting panel discussions with regulators, attorneys, academics and business professionals all sharing their thoughts on shareholder activism.

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2014 Symposium: A Bird’s–Eye View of Shareholder Activism

By Valerie Jon Ramos, J.D. Candidate 2015 | Posted on

From the first panel of the 2014 BCBLE and BBLJ Shareholder Activism Symposium: Three professors give a “bird’s-eye view” of shareholder activism.

Panelist:

  • Eric Talley, UC Berkeley, School of Law
  • Paul Rose, Ohio State University Moritz College of Law
  • Adair Mores, UC Berkeley, Hass, School of Business
  • Moderator: Joseph Santiesteban, Berkeley Business Law Journal

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2014 Symposium: A Panelist’s Review of Shareholder Activism Discussion

By Lawrence A. Hamermesh, The Institute of Delaware Corporate and Business Law | Posted on

Eric Talley at Berkeley, and the Berkeley Business Law Journal, put together a great conference on April 4, 2014 on shareholder activism, and I scratched out the following thoughts for our panel.  We were supposed to talk about the prospects for further regulatory and legal developments governing or motivating shareholder activism.  First, though, consider what legal rules facilitate activism – and when you do that, you discover that any change is likely to be marginal at best.  Given my working definition of shareholder activism – using share ownership to promote concerted action, by large numbers of shareholders, to exercise the legal rights of shares – the following are key legal rules that enable this to occur.

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An “Icahn-ic” Move: Mike Ashley’s Attempt to Block a Private Buy-Out of House of Fraser PLC, the 165 year old UK Department Store

By Dominic Pearson, LL.M. Candidate 2014 | Posted on

Does Mike Ashley, the UK billionaire businessman and owner of Sports Direct International PLC (and perhaps more famously Newcastle United soccer team), aspire to become the UK protégé of Carl Icahn, the US activist shareholder? Increasingly so, if recent events are anything to go by, but there remain differences between the two as wide as the Atlantic ocean itself, not least their comparative net worth.

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