The Shareholder Rights Project (SRP) is a clinical program operating at Harvard Law School and directed by Professor Lucian Bebchuk. The SRP works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded companies, as well as on research and policy projects related to corporate governance. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University.

SRP Work During the 2011-2012 Proxy Season

During this proxy season, the Shareholder Rights Project (SRP) has been representing and advising six institutional investors — Illinois State Board of Investment (ISBI), the Los Angeles County Employees Retirement Association (LACERA), the Massachusetts Pension Reserves Investment Management Board (PRIM), the Nathan Cummings Foundation (NCF), the North Carolina State Treasurer (NCDST), and the Ohio Public Employees Retirement System (OPERS) — in connection with the submission of shareholder proposals to eighty-nine S&P 500 companies that have staggered boards. The proposals urge a move to annual elections, which are widely viewed as corporate governance best practice.

Through active engagement with companies receiving declassification proposals, the SRP and the institutional investors working with the SRP have been able to reach negotiated outcomes with many companies receiving such proposals. In particular, forty-eight S&P 500 companies receiving proposals — almost 40% of the S&P 500 companies that had a staggered board at the beginning of this proxy season — have already entered into agreements committing them to bring management proposals to declassify their boards.

The links below provide additional information about the SRP’s 2011-2012 activities:

48 Companies agreeing to bring management declassification proposals (including a list of companies that have entered into agreements to bring such proposals)

31 Companies already declassified (including a list of companies that have already declassified following agreements with SRP-represented investors)

38 Successful precatory proposals (including a list of companies where precatory declassification proposals won approval, and a list of companies where such proposals will go to a vote)

Media releases (including links to joint releases with SRP-represented investors)

Sample Proposals:

    Proposal submitted by ISBI to Chipotle Mexican Grill, Inc. 

    Proposal submitted by LACERA to Netflix, Inc.

    Proposal submitted by NCF to Moody's Corporation

    Proposal submitted by NCDST to United States Steel Corporation

    Proposal submitted by OPERS to EQT Corporation

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