October 2023

Shareholders' Rights & Shareholder Activism 2023: USA

Chambers and Partners
Amy S. Leder | Michael T. Jones | Ira N. Rosner | Martin L. Seidel

Corporate attorneys Amy Leder and Ira Rosner, along with litigation attorneys Michael Jones and Martin Seidel, co-authored the USA chapter of Chambers and Partners' 2023 Shareholders' Rights & Shareholder Activism guide. Shareholder activism, in which shareholders seek to exercise their rights to exert influence on a company or management to bring about change, has become a fixture of global capital markets. This chapter begins with an overview of types of companies, share classes and shareholdings, describing elements such as variations in shareholder rights and typical provisions in shareholder agreements. It then reviews shareholders' meetings and resolutions, from requirements for the notice of a shareholders' meetings to challenging a resolution, as well as legal and regulatory provisions concerning shareholder rights. The authors also provide detailed analysis of trends and developments in this area, including recent litigation concerning advance notice by-laws and the influence of environmental, social and governance (ESG) factors.

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