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  • 1.

    What are the primary sources of laws and regulations relating to shareholder activism and engagement? Who makes and enforces them?

  • 2.

    What are the other primary sources of practices relating to shareholder activism and engagement?

  • 3.

    How is shareholder activism generally viewed in your jurisdiction? Are some industries more or less prone to shareholder activism? Why?

  • 4.

    What are the typical characteristics of shareholder activists in your jurisdiction?

  • 5.

    What are the main operational, governance and sociopolitical areas that shareholder activism focuses on? Do any factors tend to attract shareholder activist attention?

  • 6.

    Describe the general processes and guidelines for shareholders’ proposals.

  • 7.

    What common strategies do activist shareholders use to pursue their objectives?

  • 8.

    May shareholders call a special shareholders’ meeting? What are the requirements? May shareholders act by written consent in lieu of a meeting?

  • 9.

    May directors accept direct compensation from shareholders who nominate them?

  • 10.

    May shareholders nominate directors for election to the board and use the company’s proxy or shareholder circular infrastructure, at the company’s expense, to do so?

  • 11.

    May shareholders bring derivative actions on behalf of the corporation or class actions on behalf of all shareholders? What defences against, or policies regarding, strike suits are applicable?

  • 12.

    What advice do you give companies to prepare for shareholder activism? Is shareholder activism and engagement a matter of heightened concern in the boardroom?

  • 13.

    What structural defences are available to companies to avoid being the target of shareholder activism or respond to shareholder activism?

  • 14.

    May shareholders have designees appointed to boards?

  • 15.

    Are the corporate charter and by-laws of the company publicly available? Where?

  • 16.

    Must companies, generally or at a shareholder’s request, provide a list of registered shareholders or a list of beneficial ownership? How may this request be resisted?

  • 17.

    Must companies disclose shareholder engagement efforts or how shareholders may communicate directly with the board? Must companies avoid selective or unequal disclosure? When companies disclose shareholder engagement efforts, what form does the disclosure take?

  • 18.

    Do companies receive daily or periodic reports of proxy votes during the voting period?

  • 19.

    Must shareholders disclose significant shareholdings?

  • 20.

    Are shareholders acting in concert subject to any mandatory bid requirements in your jurisdiction?

  • 21.

    What are the primary rules relating to communications to obtain support from other shareholders? How do companies solicit votes from shareholders?

  • 22.

    Is it common to have organised shareholder engagement efforts as a matter of course? What do outreach efforts typically entail?

  • 23.

    Are directors commonly involved in shareholder engagement efforts?

  • 24.

    Must directors consider an activist proposal under any different standard of care compared with other board decisions? Do shareholder activists, if they are a majority or significant shareholder or otherwise, owe fiduciary duties to the company?

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Chiomenti provides integrated legal advice with the goals of assisting clients to acquire full knowledge of the legal variables affecting their business decisions. In addition to advising on extraordinary transactions in the corporate, banking, finance and capital markets practice areas, the firm provides expert legal services in the tax, administrative, employment, EU, antitrust, public utilities, copyright, financial markets regulation, trusts and intellectual property practice areas.

View more information about Chiomenti Studio Legale


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00187
Rome
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