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Chautauqua Institution
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Shareholders in Corporate Governance: An Update
CWRU Law Downtown Lecture Series
JAN 15, 2014
8:30 AM - 9:30 AM
The City Club of Cleveland
850 Euclid Avenue #200
Cleveland, Ohio 44114
CLE Credit
Approved for 1 hour of in-person CLE credit
The struggle of shareholders for a greater role in corporate governance has taken many new turns in recent years. The SEC adopted rule 14a-11 to allow some shareholders to place nominations for the board of directors on the corporate proxy statement, but a court invalidated that rule. Proxy advisers (especially ISS) have become more influential; in the opinion of many executives their influence is excessive and detrimental. Coordinated efforts to rescind poison pills and staggered boards have often succeeded. Hedge funds have become more effective at getting issuers to make major changes, another development criticized by many managers, who often claim that activist shareholders seek a short-term boost in share price at the expense of the long-term health of the company. Despite their growing power, many investors feel that shareholder interests are still ignored by too many entrenched managements. Several other countries now give shareholders more power than the United States does. Some academic studies conclude that greater shareholder power is beneficial. This lecture will provide an update on these developments. This lecture will be of interest to Ohio attorneys who serve as CEOs, CFOs, or COOs of corporations, serve on corporate boards, represent corporate boards, or work for or represent national or multi-national corporations.
Speaker Information
George Dent
George W. Dent
Professor of Law

Mr. Dent taught law at New York University, Cardozo, and the New York Law School before joining our faculty in 1990. Earlier he had clerked for Judge Paul R. Hays of the U.S. Court of Appeals, Second Circuit, and practiced corporate law in New York with Debevoise, Plimpton, Lyons & Gates. He teaches Business Associations, Mergers and Acquisitions, and Business Planning and is the faculty supervisor for the Business Organizations Concentration. He is the Associate Director of the Law School's Center for Business Law and Regulation. He has published many articles on corporate and securities law, including “Business Lawyers as Enterprise Architects,” The Business Lawyer (2009); “Academics in Wonderland: The Team Production and Director Primacy Models of Corporate Governance,” Houston Law Review (2008); and “Corporate Governance: Still Broke, No Fix in Sight,” Journal of Corporation Law (2005). He also writes on law and religion, as in “Civil Rights for Whom: Gay Rights Versus Religious Freedom,” University of Kentucky Law Journal (2006-07); and “How Does Same-Sex Marriage Threaten You?,” Rutgers Law Review (2007). Mr. Dent serves as a director of the National Association of Scholars and as president of the Ohio Association of Scholars. He co-chairs the Subcommittee on Constitutional Adjudication of the Religious Liberties Practice Group of the Federalist Society. He heads the Law Section of the Association for the Study of Free Institutions. He is chairman of the Ohio State Advisory Committee to the U.S. Commission on Civil Rights.

Additional Information
Registration opens at 8:00 a.m. and a Continental breakfast is served.
Approved for 1-hour of CLE credit, complimentary.

Supplemental Readings:
One hour CLE with one lecturer
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