M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, April 20, 2012

Giving Shareholders a Voice

For those of us wrapped up in legal education, there has been a refocusing of attention in the way we envision the law school experience.  More and more of what we do is thinking about how to fill the hole left by changing business models in legal practice.  As firms become less interested in apprenticeship aspect of the first few years of legal practice by recent grads, the pressure is on law schools to make sure that grads come out of law school "practice ready."  What does that mean? Who knows really, but that's the focus these days.

Clinics and the clinical experience plays a big part in creating client-based experiences for students.  However, for all their usefulness, they remain heavily litigation oriented.  That's fine for the students who see themselves practicing their craft in the courtroom. However, for many students they'll never be in a courtroom.  Their transactionally oriented practice will benefit only modestly from traditional clinical experiences.  To compensate, clinics have begun to add transactional clinical experiences for students.  Now, Lucien Bebchuk has stepped into the clinical world.  He recently posted an op-ed at the Dealbook about his new clinic, the Shareholder Rights Project, at Harvard Law School.

Post-Selectica and post-Airgas, "just say no" has more than solidified itself as legally viable defense against an unwanted tender offer.  For those of us who believe having a robust market for corporate control is an important corporate governance backstop, this places the focus of the market for corporate control on the staggered board. The Shareholders Rights Project is focused on getting declassification proposals before shareholders at annual meetings and in that way taking some air out of the "just say no" defense.  Although the clinic has attracted the ire of Martin Lipton, it's a creative way to generate real legal experiences for law students that don't involve litigation, but does engage a portion of the student body who have an active interest in corporate governance.  It's a good addition to the mix.



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Giving shareholders a voice flys in the face of fascist reality and turns the whole system upside down... and right side up.

Posted by: Yucel | Apr 28, 2012 12:11:20 PM

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