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		<title>Some Thoughts for Boards of Directors in 2020: A Mid-Year Update</title>
		<link>https://igopp.org/en/some-thoughts-for-boards-of-directors-in-2020-a-mid-year-update/</link>
		<comments>https://igopp.org/en/some-thoughts-for-boards-of-directors-in-2020-a-mid-year-update/#respond</comments>
		<pubDate>Thu, 02 Jul 2020 18:29:48 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<category><![CDATA[Activism]]></category>
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		<guid isPermaLink="false">https://igopp.org/some-thoughts-for-boards-of-directors-in-2020-a-mid-year-update/</guid>
		<description><![CDATA[The past six months have been marked by a profound upheaval that has accelerated the growing focus on both the purpose of the corporation and the role of the board in overseeing and leading the corporation in ways that promote sustainable business success. For a number of years, there has been a growing sense of [&#8230;]]]></description>
		<content><![CDATA[The past six months have been marked by a profound upheaval that has accelerated the growing focus on both the purpose of the corporation and the role of the board in overseeing and leading the corporation in ways that promote sustainable business success. For a number of years, there has been a growing sense of urgency around issues such as climate change, environmental degradation, globalization, workplace inequality and the need to keep pace with rapidly evolving technologies. Then, in recent months, the COVID-19 pandemic prompted a systemic shock, which has been accompanied by a long overdue awakening regarding endemic racial injustice. The convergence of these events has accelerated the focus on environmental, social and governance (ESG) issues and stakeholder capitalism as operational and strategic imperatives that are core to corporations’ abilities to compete and succeed. The well-being of employees and other stakeholders, and the ability to engage in more sustainable ways of doing business, are not a nice-to-have luxury or a branding exercise, but rather a basic building block of corporate value. There is an essential nexus between “value” and “values.”

Attention is being focused not just on stock price and quarterly financial results, but also on understanding what is needed to manage through challenging business conditions, strengthen the business and ensure it is well-positioned to execute on strategic goals as conditions normalize. It is clear that value is not necessarily equivalent to stock price, particularly as the limitations of the stock market as the “all-things-considered” arbiter of value have been illustrated by seemingly capricious volatility, precipitous plunges and exuberant upward trajectories that, in some respects, have defied reality. A more holistic conception of value that is anchored not only in financial results and stock price, but also in a more nuanced understanding of a corporation’s strengths and weaknesses that takes into account factors that are often difficult to quantify (such as corporate culture and employee well-being), goes hand-in-hand with stakeholder governance and the idea that a myopic focus on stock price and shareholder returns will ultimately limit, rather than enhance, the overall value of the corporation.

As directors work to maintain focus in these uncertain times, it is more important than ever to have a clear understanding of and conviction about the corporation’s purpose [1]. This is the anchor and compass that boards require to chart the path forward towards a new normal and is the bridge that reconciles value with values. As BlackRock CEO Larry Fink recently observed, “Companies and investors with a strong sense of purpose and a long-term approach will be better able to navigate this crisis and its aftermath.”

[...]

Stakeholder Governance

A strong and growing consensus of corporations, investors, academics and leading institutions—including the Business Roundtable, the British Academy and the World Economic Forum—have overwhelmingly embraced stakeholder governance. The consensus recognizes that directors should not be required to act as if any one stakeholder trumps all others, with potentially value-destructive consequences. Instead, they have latitude to make decisions that reasonably balance the interests of all constituencies and operate to promote sustainable, long-term business success of the corporation as a whole.

Stakeholder governance is fully consistent with well-established principles of corporate law and the existing fiduciary duty framework for directors. The directors of a corporation have a fiduciary duty to promote the success and value of the corporation, and the means and time horizon for achieving such goals are within the purview of the board’s business judgment. Furthermore, the exercise of balancing competing interests and risks to pursue the best interests of the corporation is the very core of business judgment, and the decisions of unconflicted directors, acting upon careful deliberation, will be fully protected by the business judgment rule. As we have previously discussed [2], there is no rule of law that mandates the ideology of share-price maximization, or case law requiring directors to manage the ongoing business of a corporation with the paramount goal of maximizing share price.

For an example of how stakeholder governance could influence board decision-making, Yvan Allaire and Stéphane Rousseau have outlined a framework [3] for corporate governance in a multi-stakeholder context that suggests that directors should (i) be explicit about how the decisions they make relate to the objective of maximizing the corporation’s long-term value, (ii) adopt a rigorous and explicit decision-making process that involves identifying stakeholders and their level of relevance for the decision, (iii) consider the reasonable expectations of all stakeholders, including shareholders and (iv) finally, render fact-based business judgment as to the course of action that would best serve the long-term interests of the corporation. This framework recognizes the competing tensions between stakeholders, but also accounts for the differing relevance of stakeholders for certain decisions and focuses on the long-term interests of the corporation as the overarching goal. Boards and board committees that follow a similar framework will be fully protected by the business judgment rule.

Read more [4]

[1] https://www.wlrk.com/webdocs/wlrknew/WLRKMemos/WLRK/WLRK.26961.20.pdf
[2] https://www.wlrk.com/webdocs/wlrknew/WLRKMemos/WLRK/WLRK.26567.19.pdf
[3] https://www.wlrk.com/docs/IGOPP_Rapport_PartiesPrenantes_EN_v3_WEB.pdf
[4] https://igopp.org/wp-content/uploads/2020/07/Harvard-Law-School_Some-Thoughts-for-Boards-of-Directors-in-2020_-A-Mid-Year-Update_July-2020.pdf]]></content>
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		</item>
		<item>
		<title>Corporate Governance: The New Paradigm</title>
		<link>https://igopp.org/en/corporate-governance-the-new-paradigm/</link>
		<comments>https://igopp.org/en/corporate-governance-the-new-paradigm/#respond</comments>
		<pubDate>Wed, 11 Jan 2017 21:23:46 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Board members' compensation]]></category>
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		<guid isPermaLink="false">https://igopp.org/?p=7040</guid>
		<description><![CDATA[[ &#8230; ] a growing body of academic research has confirmed that short-term financial activists are a major contributor to systemic short-termism in managing businesses and investments. The notion that activist attacks increase, rather than undermine, long-term value creation has been resoundingly discredited. Economists Yvan Allaire and François Dauphin, for example, demonstrated in a series [&#8230;]]]></description>
		<content><![CDATA[[ ... ]

a growing body of academic research has confirmed that short-term financial activists are a major contributor to systemic short-termism in managing businesses and investments. The notion that activist attacks increase, rather than undermine, long-term value creation has been resoundingly discredited. Economists Yvan Allaire and François Dauphin, for example, demonstrated in a series of papers issued by the Institute for Governance of Private and Public Corporations that the “benefits” of activism cited by its proponents were, to the extent not temporary, marginal at best, largely the result of basic short-term financial maneuvers (such as asset sales, spin-offs, buybacks and cost cuts) and not of any superior long-term strategies and may simply constitute a wealth transfer from employees and creditors to shareholders rather than actual wealth creation.

Read more [1]

[1] https://corpgov.law.harvard.edu/2017/01/11/corporate-governance-the-new-paradigm/]]></content>
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		</item>
		<item>
		<title>A «Successful» Case of Activism at the Canadian Pacific Railway: Lessons in Corporate Governance</title>
		<link>https://igopp.org/en/successful-case-of-activism-at-the-canadian-pacific-railway/</link>
		<comments>https://igopp.org/en/successful-case-of-activism-at-the-canadian-pacific-railway/#respond</comments>
		<pubDate>Fri, 23 Dec 2016 20:16:07 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[News Articles]]></category>
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		<guid isPermaLink="false">https://igopp.org/successful-case-of-activism-at-the-canadian-pacific-railway-2/</guid>
		<description><![CDATA[Pershing Square Capital Management, an activist hedge fund owned and managed by William Ackman, began hostile maneuvers against the board of CP Rail in September 2011 and ended its association with CP in August 2016, having netted a profit of $2.6 billion for his fund. This Canadian saga, in many ways, an archetype of what [&#8230;]]]></description>
		<content><![CDATA[Pershing Square Capital Management, an activist hedge fund owned and managed by William Ackman, began hostile maneuvers against the board of CP Rail in September 2011 and ended its association with CP in August 2016, having netted a profit of $2.6 billion for his fund. This Canadian saga, in many ways, an archetype of what hedge fund activism is all about, illustrates the dynamics of these campaigns and the reasons why this particular intervention turned out to be a spectacular success… thus far.

In 2009, the Chairman of the board of the Canadian Pacific Railway (CP) asserted that the company had put in place the best practices of corporate governance; that year, CP was awarded the Governance Gavel Award for Director Disclosure by the Canadian Coalition for Good Governance. Then, in 2011, CP ranked 4th out of some 250 Canadian companies in the Globe &#38; Mail Corporate Governance Ranking.1 Yet, this stellar corporate governance was no insurance policy against shareholder discontent.

Pershing Square began purchasing shares of CP on September 23, 2011. They filed a 13D form on October 28th showing a stock holding of 12.2%; by December 12, 2011, their holding had reached 14.2% of CP voting shares, thus making Pershing Square the largest shareholder of the company.

Read more [1]

[1] https://igopp.org/wp-content/uploads/2017/01/2016-12-23-a-successful-case-of-activism-at-the-canadian-pacific-railway_lessons-of-governance.pdf]]></content>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Is 2015, Like 1985, an Inflection Year?</title>
		<link>https://igopp.org/en/is-2015-like-1985-an-inflection-year/</link>
		<comments>https://igopp.org/en/is-2015-like-1985-an-inflection-year/#respond</comments>
		<pubDate>Tue, 08 Dec 2015 20:12:10 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Harvard Law School Forum]]></category>
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		<category><![CDATA[Institutional investors]]></category>
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		<guid isPermaLink="false">https://igopp.org/?p=5862</guid>
		<description><![CDATA[In an October 2015 post, I posed the question: Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War? As we approach the end of 2015, I thought it would be useful to note some of the most cogent recent developments on which the need, and hope, for a new paradigm [&#8230;]]]></description>
		<content><![CDATA[In an October 2015 post, I posed the question: Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War? [1] As we approach the end of 2015, I thought it would be useful to note some of the most cogent recent developments on which the need, and hope, for a new paradigm is based. These developments include, among other things, the accumulation of a critical mass of academic research that discredits the notion that short-termism, activist attacks and shareholder-centric corporate governance tend to create rather than destroy long-term value.


In January a Report of the Commission on Inclusive Prosperity [2], co-chaired by Lawrence Summers and Ed Balls, identified activism and short-termism as being a threat to the American economy and society. The report noted that reforming corporate governance and moving away from quarterly reporting are critical

[...]

During 2015, five important papers were published by prominent economists, law professors, a renowned jurist and The Conference Board, each of which points out serious flaws in the so-called empirical evidence and policy arguments being put forth to justify short-termism, attacks by activist hedge funds and shareholder-centric corporate governance.

 	Emiliano Catan and Marcel Kahan, The Law and Finance of Anti-Takeover Statutes [3],
 	Yvan Allaire and François Dauphin, The Game of ‘Activist’ Hedge Funds: Cui bono? [4]
 	John C. Coffee, Jr. and Darius Palia, The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance [5],
 	The Conference Board, Is Short-Term Behavior Jeopardizing the Future Prosperity of Business? [6]
 	Leo Strine, Jr., Chief Justice of the Supreme Court of Delaware, Securing Our Nation’s Economic Future: A Sensible, Nonpartisan Agenda To Increase Long-Term Investment And Job Creation In The United States [7]

Read more [8]

[1] http://corpgov.law.harvard.edu/2015/10/05/will-a-new-paradigm-for-corporate-governance-bring-peace/
[2] http://www.wlrk.com/docs/IPC-PDF-full.pdf
[3] http://corpgov.law.harvard.edu/2014/12/09/the-law-and-finance-of-anti-takeover-statutes/
[4] http://www.wlrk.com/docs/The_Game_of_Activist_Hedge_Funds-Cui_Bono.pdf
[5] http://www.wlrk.com/docs/The_Wolf_at_the_Door_The_Impact_of_Hedge_Fund_Activism_on_Corporate_Governance.pdf
[6] http://corpgov.law.harvard.edu/2015/10/30/is-short-term-behavior-jeopardizing-the-future-prosperity-of-business/
[7] http://corpgov.law.harvard.edu/2015/11/05/securing-our-nations-economic-future/
[8] http://corpgov.law.harvard.edu/2015/12/08/is-2015-like-1985-an-inflection-year/#more-72135]]></content>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Will a New Paradigm for Corporate Governance Bring Peace?</title>
		<link>https://igopp.org/en/will-a-new-paradigm-for-corporate-governance-bring-peace/</link>
		<comments>https://igopp.org/en/will-a-new-paradigm-for-corporate-governance-bring-peace/#respond</comments>
		<pubDate>Mon, 05 Oct 2015 19:01:30 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[American governance]]></category>
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		<guid isPermaLink="false">https://igopp.org/?p=5702</guid>
		<description><![CDATA[The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the army [&#8230;]]]></description>
		<content><![CDATA[The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the army defending corporations and their boards, that pursuing the thought might result in an essay more interesting (and perhaps a bit more amusing) than my usual memos and articles.

In 1618, after two centuries of religious disputation and tenuous co-existence, the ascension of the staunchly partisan Ferdinand II as Holy Roman Emperor sparked a revolt that disrupted the balance of power in Europe and began the Thirty Years’ War. The War quickly involved the major powers of Europe. The conflict resulted in the Peace of Westphalia and the redrawing of the religious and political map of Europe, a new paradigm for the governance of Europe.

Read more [1]

[1] http://corpgov.law.harvard.edu/2015/10/05/will-a-new-paradigm-for-corporate-governance-bring-peace/]]></content>
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		</item>
		<item>
		<title>Why Run Away from the Evidence?</title>
		<link>https://igopp.org/en/why-run-away-from-the-evidence/</link>
		<comments>https://igopp.org/en/why-run-away-from-the-evidence/#respond</comments>
		<pubDate>Thu, 07 May 2015 20:27:49 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<guid isPermaLink="false">http://igopp.org/?p=5149</guid>
		<description><![CDATA[&#8220;Martin Lipton is a founding partner of Wachtell, Lipton, Rosen &#38; Katz, and this post is based on a Wachtell Lipton memorandum. The post puts forward criticism of an empirical study by Lucian Bebchuk, Alon Brav, and Wei Jiang on the long-term effects of hedge fund activism; this study is available here, and its results [&#8230;]]]></description>
		<content><![CDATA[

"Martin Lipton is a founding partner of Wachtell, Lipton, Rosen &#38; Katz, and this post is based on a Wachtell Lipton memorandum. The post puts forward criticism of an empirical study by Lucian Bebchuk, Alon Brav, and Wei Jiang on the long-term effects of hedge fund activism; this study is available here [1], and its results are summarized in a Forum post [2] and in a Wall Street Journal op-ed article [3]. As did an earlier post by Mr. Lipton available here [4], this post relies on the work of Yvan Allaire and François Dauphin that is available here [5]. A reply by Professors Bebchuk, Brav, and Jiang to this earlier memo and to the Allaire-Dauphin work is available here [6]. Additional posts discussing the Bebchuk-Brav-Jiang study, including additional critiques by Wachtell Lipton and responses to them by Professors Bebchuk, Brav, and Jiang, are available on the Forum here [7].

The experience of the overwhelming majority of corporate managers, and their advisors, is that attacks by activist hedge funds are followed by declines in long-term future performance. Indeed, activist hedge fund attacks, and the efforts to avoid becoming the target of an attack, result in increased leverage, decreased investment in CAPEX and R&#38;D and employee layoffs and poor employee morale.

Several law school professors who have long embraced shareholder-centric corporate governance are promoting a statistical study that they claim establishes that activist hedge fund attacks on corporations do not damage the future operating performance of the targets, but that this statistical study irrefutably establishes that on average the long-term operating performance of the targets is actually improved." Read more [8]




[1] http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2291577
[2] http://blogs.law.harvard.edu/corpgov/2013/08/19/the-long-term-effects-of-hedge-fund-activism/
[3] http://online.wsj.com/article/SB10001424127887323309404578614004210782388.html
[4] http://blogs.law.harvard.edu/corpgov/2014/07/22/do-activist-hedge-funds-really-create-long-term-value/
[5] http://www.wlrk.com/docs/IGOPP_Article_Template2014_Activism_EN_v6.pdf
[6] http://blogs.law.harvard.edu/corpgov/2014/07/28/wachtell-keeps-running-away-from-the-evidence/
[7] https://blogs.law.harvard.edu/corpgov/tag/bebchuk-brav-jiang-study/
[8] http://corpgov.law.harvard.edu/2014/08/20/the-long-term-consequences-of-hedge-fund-activism/#more-65384]]></content>
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		</item>
		<item>
		<title>Further Recognition of the Adverse Effects of Activist Hedge Funds</title>
		<link>https://igopp.org/en/further-recognition-of-the-adverse-effects-of-activist-hedge-funds/</link>
		<comments>https://igopp.org/en/further-recognition-of-the-adverse-effects-of-activist-hedge-funds/#respond</comments>
		<pubDate>Sat, 11 Apr 2015 14:31:35 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<guid isPermaLink="false">http://igopp.org/further-recognition-of-the-adverse-effects-of-activist-hedge-funds-2/</guid>
		<description><![CDATA[&#8220;Despite the continued support of attacks by activist hedge funds by the Chair of the SEC, and many “Chicago school” academics who continue to rely on discredited statistics, there is growing recognition by institutional investors and prominent “new school” economists of the threat to corporations and their shareholders and to the economy of these attacks [&#8230;]]]></description>
		<content><![CDATA["Despite the continued support of attacks by activist hedge funds by the Chair of the SEC, and many “Chicago school” academics who continue to rely on discredited statistics, there is growing recognition by institutional investors and prominent “new school” economists of the threat to corporations and their shareholders and to the economy of these attacks and the concomitant short-termism they create.






In a “must read,” March 31, 2015 letter [1] to the CEOs of public companies, Laurence Fink, Chairman of BlackRock and one of the earliest to recognize the danger from attacks by activist hedge funds, wrote:
It is critical, however, to understand that corporate leaders’ duty of care and loyalty is not to every investor or trader who owns their companies’ shares at any moment in time, but to the company and its long-term owners. Successfully fulfilling that duty requires that corporate leaders engage with a company’s long-term providers of capital; that they resist the pressure of short-term shareholders to extract value from the company if it would compromise value creation for long-term owners; and, most importantly, that they clearly and effectively articulate their strategy for sustainable long-term growth. Corporate leaders and their companies who follow this model can expect our support.
In an April 1, 2015 empirical study [2], Dr. Yvan Allaire of the Institute for Governance of Public and Private Corporations concluded:

 	Hedge fund activists are not really that great at finance or strategy or operations, as some seem to believe (and as they relentlessly promote);
 	Their recipes are shop-worn and predictable, and (almost) never include any growth initiatives;
 	Their success mostly comes from the sale of the targeted firm (or from “spin-offs”); their performance otherwise barely matches the performance of the S&#38;P 500 and that of a random sample of firms;
 	The strong support they receive from institutional investors is rather surprising and quite unfortunate;
 	The form of “good” governance imposed on companies since Sarbanes-Oxley as well as the “soft” activism of institutional funds have proved a boon for the activist funds."







[1] http://www.wlrk.com/docs/S31Duplica15040911540.pdf
[2] http://www.wlrk.com/docs/Allaire_HedgeFundActivism-new-empirical-evidence-English-final.pdf]]></content>
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		</item>
		<item>
		<title>Engagement and Activism in the 2015 Proxy Season</title>
		<link>https://igopp.org/en/engagement-and-activism-in-the-2015-proxy-season/</link>
		<comments>https://igopp.org/en/engagement-and-activism-in-the-2015-proxy-season/#respond</comments>
		<pubDate>Fri, 06 Feb 2015 16:48:02 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
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		<category><![CDATA[Hedge funds]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Proxy Advisors]]></category>

		<guid isPermaLink="false">http://igopp.org/engagement-and-activism-in-the-2015-proxy-season-2/</guid>
		<description><![CDATA[&#8220;Yet companies, boards, and other investors should keep in mind that shareholder activism is often merely a tactic in a self-interested investment strategy. Shareholder activists such as hedge funds typically are pursuing short-term financial gain at the expense of long-term shareholders and stakeholders. These funds welcome the support of academics and theorists who argue that [&#8230;]]]></description>
		<content><![CDATA["Yet companies, boards, and other investors should keep in mind that shareholder activism is often merely a tactic in a self-interested investment strategy. Shareholder activists such as hedge funds typically are pursuing short-term financial gain at the expense of long-term shareholders and stakeholders. These funds welcome the support of academics and theorists who argue that disruption is good for the market; however, a recent study by the Institute for Governance of Private and Public Organizations, after investigating these claims, found:
[The] most generous conclusion one may reach from these empirical studies has to be that “activist” hedge funds create some short-term wealth for some shareholders as a result of investors who believe hedge fund propaganda (and some academic studies), jumping in the stock of targeted companies. In a minority of cases, activist hedge funds may bring some lasting value for shareholders but largely at the expense of workers and bond holders; thus, the impact of activist hedge funds seems to take the form of wealth transfer rather than wealth creation.
Activist hedge funds, in other words, keep their profits for themselves." Read more [1]

[1] http://blogs.law.harvard.edu/corpgov/2015/02/06/engagement-and-activism-in-the-2015-proxy-season/]]></content>
		<wfw:commentRss>https://igopp.org/en/engagement-and-activism-in-the-2015-proxy-season/feed/</wfw:commentRss>
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		<item>
		<title>The State of Corporate Governance for 2015</title>
		<link>https://igopp.org/en/the-state-of-corporate-governance-for-2015/</link>
		<comments>https://igopp.org/en/the-state-of-corporate-governance-for-2015/#respond</comments>
		<pubDate>Fri, 30 Jan 2015 16:59:13 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Harvard Law School Forum]]></category>
		<category><![CDATA[Hedge funds]]></category>
		<category><![CDATA[Proxy Advisors]]></category>
		<category><![CDATA[Securities and Exchange Commission]]></category>

		<guid isPermaLink="false">http://igopp.org/the-state-of-corporate-governance-for-2015-2/</guid>
		<description><![CDATA[Financial Activism &#8221; Over the past three years, the number and intensity of financial activism initiatives has increased. The ongoing debate on the wealth effects of hedge fund activism is worth following and is well-covered on Harvard’s corporate governance blog (blogs.law.harvard.edu/corpgov). Although financial activism may return immediate wealth to some shareholders through the sale of [&#8230;]]]></description>
		<content><![CDATA[Financial Activism

" Over the past three years, the number and intensity of financial activism initiatives has increased. The ongoing debate on the wealth effects of hedge fund activism is worth following and is well-covered on Harvard’s corporate governance blog (blogs.law.harvard.edu/corpgov [1]). Although financial activism may return immediate wealth to some shareholders through the sale of assets, payment of special dividends or share buybacks, evidence is mounting that this may be at the expense of the longer term corporate and societal interests. For example, a July 2014 paper by Yuan Allaire and Francois Dauphin, “Activist” Hedge Funds: Creators of Lasting Wealth? (available at www.igopp.org [2]), concludes that “the most generous conclusion one may reach” is that activist funds “create some short-term wealth for some shareholders” because investors tend to jump into the stock of targeted companies upon the announcement of activist activity.

“In a minority of cases, activist hedge funds may bring some lasting value for shareholders but largely at the expense of workers and bond holders; thus the impact of activist hedge funds appears to take the form of wealth transfer rather than wealth creation.”

The research further notes that hedge funds tend to be focused on the short term, with half of interventions not lasting nine months. In addition, a growing number of commentators, including senior representatives of some institutional investors, have expressed concern about the impact of hedge fund activism, and associated increased debt and cuts in capital spending, on long-term corporate health, innovation, job creation and GDP growth." Read more [3]

[1] http://blogs.law.harvard.edu/corpgov/
[2] http://www.igopp.org
[3] http://blogs.law.harvard.edu/corpgov/2015/01/30/the-state-of-corporate-governance-for-2015/#more-68056]]></content>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>The Threat to Shareholders and the Economy from Activist Hedge Funds</title>
		<link>https://igopp.org/en/the-threat-to-shareholders-and-the-economy-from-activist-hedge-funds/</link>
		<comments>https://igopp.org/en/the-threat-to-shareholders-and-the-economy-from-activist-hedge-funds/#respond</comments>
		<pubDate>Wed, 14 Jan 2015 16:52:32 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[American governance]]></category>
		<category><![CDATA[Harvard Law School Forum]]></category>
		<category><![CDATA[Hedge funds]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Securities and Exchange Commission]]></category>

		<guid isPermaLink="false">http://igopp.org/?p=4405</guid>
		<description><![CDATA[“ A paper by Dr. Yvan Allaire entitled “The Value of ‘Just Say No,’” and also memos by our firm (here and here, the latter memo discussed on the Forum here), demonstrated that an ISS client note entitled “The IRR of No,” which argued that companies that had “just said no” to hostile takeover bids [&#8230;]]]></description>
		<content><![CDATA[“ A paper by Dr. Yvan Allaire entitled “The Value of ‘Just Say No,’” and also memos by our firm (here  [1]and here [2], the latter memo discussed on the Forum here [3]), demonstrated that an ISS client note entitled “The IRR of No,” which argued that companies that had “just said no” to hostile takeover bids incurred profoundly negative returns, suffered from critical methodological and analytical flaws that undermined its conclusions.

Dr. Allaire also presented a sophisticated analysis contained in two papers (“Activist Hedge Funds: Creators of Lasting Wealth? What Do the Empirical Studies Really Say?” and “Hedge Fund Activism and Their Long-Term Consequences; Unanswered Questions to Bebchuk, Brav and Jiang”), consistent with our firm’s earlier observations [4] (discussed on the Forum here [5]), offering a devastating critique of Professor Bebchuk’s research claiming to show that attacks by activist hedge funds did not destroy long-term value.” Read more [6]

[1] http://www.wlrk.com/webdocs/wlrknew/WLRKMemos/WLRK/WLRK.23591.14.pdf
[2] http://www.wlrk.com/webdocs/wlrknew/WLRKMemos/WLRK/WLRK.23683.14.pdf
[3] http://blogs.law.harvard.edu/corpgov/2014/12/09/just-say-no/
[4] http://www.wlrk.com/webdocs/wlrknew/WLRKMemos/WLRK/WLRK.22752.13.pdf
[5] http://blogs.law.harvard.edu/corpgov/2013/08/26/the-bebchuk-syllogism/
[6] http://blogs.law.harvard.edu/corpgov/2015/01/14/the-threat-to-shareholders-and-the-economy-from-activist-hedge-funds/]]></content>
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