From activist investor and advisor Mike Levin and Colorado Law professor Ann Lipton, Shareholder Primacy is a podcast about activist investing, securities law, and all the ways the financial and legal worlds intersect and collide in real life.
Corporate governance and activist investor strategies frequently collide with evolving Delaware law, as evidenced by recent developments at Meta and Empery. Meta is revisiting a 2016 plan to issue non-voting Class C shares, aiming to fund AI initiatives while preserving Mark Zuckerberg’s voting control. This effort lev...
Corporate retail voting programs, pioneered by ExxonMobil and adopted by Goldman Sachs and Tesla, aim to boost retail shareholder participation by allowing investors to pre-register to automatically align their votes with management recommendations. While these initiatives address historically low retail engagement, th...
Delaware appraisal rights serve as a statutory mechanism for shareholders to seek fair value during corporate mergers, a process currently tested by the Silver Lake-Endeavor squeeze-out. Hedge funds are leveraging appraisal arbitrage to challenge the deal price, arguing that the valuation failed to account for Endeavor...
Large corporations function as de facto policymakers, navigating societal controversies—such as AI safety, content moderation, and healthcare access—that lack clear legal guidance. To manage these high-stakes decisions, companies increasingly establish internal governance structures that mirror government processes, ut...
The SEC’s proposed rescission of Rule 14A-8 and amendments to Rule 14A-4 threaten to fundamentally weaken shareholder rights by shifting the burden of proxy solicitation onto individual proponents. By removing the requirement for companies to include shareholder proposals in corporate proxy materials, the SEC forces ac...
The 2026 proxy season reveals that universal proxy rules have fundamentally altered the landscape of shareholder activism, shifting the focus from contested votes to pre-meeting settlements. This transition has created a binary environment where activists either secure comprehensive wins or face total failure, with few...
The potential rescission of SEC Rule 14a-8 threatens to dismantle the federal framework governing shareholder proposals, forcing a transition toward private ordering and state-level corporate governance. This regulatory shift risks creating an unstable environment where companies might voluntarily adopt restrictive byl...
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