Initial Public Offerings and Optimal Corporate Governance

By Albert H. Choi March 9, 2022 by renholding

Do companies adopt optimal governance arrangements when they go public? This question has been a hotly debated topic in corporate law and governance and one that I examine in a recent paper.

At the time of an initial public offering …

The Lowdown on SEC Approval of the NYSE Primary Direct Listing Proposal

By Anat Alon-Beck, Robert Rapp and John Livingstone December 24, 2020 by renholding

Direct listings, the most promising disruptor of IPOs, received a significant boost this week, thanks to the U.S. Securities and Exchange Commission (SEC) ruling on a petition from the Council of Institutional Investors.

Most common in the tech industry, direct …

Why the SEC Proposal to Regulate Proxy Advisors Is Flawed

By Ken Bertsch February 19, 2020 by renholding

[Editor’s Note: This and the piece that immediately follows offer a point/counterpoint on the SEC’s proxy advisor proposal.] The Council of Institutional Investors opposes the SEC’s proposal to create a new regulatory structure for proxy advisory firms.[1]…

The Case for Institutional Investors’ Collective Engagements

By Giovanni Strampelli and Gaia Balp November 1, 2019 by renholding

Shareholder cooperation is on the rise as a tool for active corporate ownership and a way to effectively voice concerns about corporate governance and performance. While “wolf packs” of activist hedge funds that aim to bring about significant corporate change …

Why “Sunset” Provisions for Dual Class Stock Are Not the Answer

By David J. Berger March 29, 2019 by renholding

On March 28, 2019 the Nasdaq Listing Council invited me to respond to the recent proposal by the Council of Institutional Investors (“CII”) to Nasdaq, requesting it to adopt a rule requiring any company going public with dual class shares …

SEC Commissioner Speaks to Council of Institutional Investors

By Hester M. Peirce March 11, 2019 by renholding

Thank you, Mary [Francis], for that kind introduction and for the opportunity to be here today. Before I begin, I will give my standard disclaimer. The comments I make today represent my own views and not necessarily those of the

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Dual Class Stock: The Shades of Sunset

By John C. Coffee, Jr. November 19, 2018 by renholding

The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on October 24, 2018 by the Council of Institutional Investors (“CII”) to both the New York Stock Exchange …

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Columbia Law School's Blog on Corporations and the Capital Markets

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