Shareholder Activism

If adopted, Bill S-285, and in particular its proposed amendments to section 122 of the CBCA, would transform the CBCA’s approach to a corporation’s stakeholders from an incidental consideration to a central one, whereby the benefits provided to various stakeholders would no longer derive from pursuing the best interests of the corporation, but would instead form part of the corporation’s purpose, enshrined in law, and would be protected through redefined directors’ and officers’ duties.

*Originally distributed on February 26, 2024.  In July 2023, Nidec Corporation, the largest motor manufacturing company in the world and listed on the Tokyo Stock Exchange (“TSE”) Prime Market, proposed to acquire and take private Takisawa Machine Tool Co., Ltd., which specializes in manufacturing machine tools and is listed on the TSE Standard Market. Remarkably, … Continued

*Originally distributed on May 27, 2021.  Developments this week highlight the urgent imperative for boards and management teams to address climate-related challenges as part of their regular risk assessment practices: A Dutch court held Royal Dutch Shell partially responsible for global warming and ordered the company to reduce its carbon emissions. Engine No. 1, an … Continued

The Recent Judicial Development of “Piercing the Corporate Veil” in China 1.      Summary of “Piercing the Corporate Veil” and the relevant regulations “Piercing the corporate veil” (also known as “forward disregard of corporate personality”, hereinafter referred to as the “forward disregard”), originated in the United States.  The doctrine is used to prevent shareholders … Continued

Some Thoughts for Boards of Directors in 2021 Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Hannah Clark and Bita Assad Many of the challenges that corporations and their boards have encountered in 2020 will continue to be front and center in 2021, including the COVID-19 pandemic, the movement to address racial injustice and broad-based … Continued

The volatility in global markets caused by the COVID-19 pandemic and resulting economic uncertainty has put activist shareholders and defending against opportunistic bids at the top of the agenda for listed companies. We have set out below 14 key considerations relating to shareholder activism that Irish-incorporated listed companies should be focused on in the current … Continued

This is a revised summary version of our initial client memos regarding the crisis. In his speech on March 16, President Macron stated, “we are at war,” six times.  Since then, businesses continue to assimilate and react to the radical changes that have occurred over the last weeks.  The government and various regulators, including the … Continued

Accelerating ESG Disclosure— WEF Task Force Releases Preliminary Framework Centered on Mainstream Reporting Aligned with UN Sustainable Development Goals Reflecting the growing push among investors, asset managers, companies and other stakeholders for a standardized ESG disclosure framework, a task force sponsored by the International Business Council (IBC) of the World Economic Forum (WEF), has released … Continued

Some Thoughts for Boards of Directors in 2020 By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, and Kathleen I. Tatum December 9, 2019 In hindsight, 2019 may come to be viewed as a watershed year in the evolution of corporate governance.  After years of growing alarm about endemic short-termism, the sustainability and competitiveness of … Continued

The Finance Commission of the French National Assembly has announced a report that will recommend reforms to French securities market regulations to address shareholder activism and market transparency.  The report’s recommendations focus on responding to the excesses of activists in the French market with enhanced disclosure, reduced asymmetry of regulation between activist investors and French public … Continued