This seminar will examine the evolving relationship between shareholders and public companies in the United States. Whereas individuals once held the majority of public shares, today institutional investors "including hedge funds, mutual funds, pension funds, insurance companies, and foundations" hold over two-thirds of the outstanding shares of the thousand largest U.S. public companies. This seminar will examine the preferences, incentives, and constraints of different investors, and the various forms of shareholder activism that have emerged in recent years. Students will assess shareholder efforts and corporate responses on issues such as proxy access, executive compensation, corporate social responsibility, political spending, and board diversity, among others. Finally, students will consider how increasing shareholder sophistication affects traditional theories of the corporation, the role of retail investors, and regulatory approaches to corporate governance.
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