This comparative lecture on sustainable shareholder activism explores the legal frameworks available to shareholders to exert influence on management, specifically when seeking to accelerate a company’s transition to a carbon-neutral business model. In the U.S., activist campaigns have been effective thanks to the powers afforded under the shareholder proposal rule (§240.14a-8 Securities Exchange Act 1934), as demonstrated by the Church of England’s high-profile campaign against ExxonMobil in 2016/17. Such shareholder proposals have been treated differently under the German Stock Corporation Act (sec. 122(2) AktG). Illustrated by a proposal presented to the management board of Volkswagen in 2022, it becomes apparent that the German framework governing shareholder influence is significantly stricter than its U.S. counterpart. Finally, we will discuss whether lawmakers should grant shareholders greater authority on corporate sustainability matters, such as introducing “say on ESG” votes.
Professor Timo Fest is a distinguished legal scholar specializing in Corporate Law, Capital Markets Law, and Comparative Law. He holds a Master of Laws (LL.M.) with distinction from the University of Pennsylvania, a Ph.D. summa cum laude, and completed his habilitation at the University of Munich. Since 2018, he has been a Professor of Law and the Director of the Institute for Commercial Law and Tax Law at the University of Kiel. His career is marked by prestigious awards, including a Foundation Sponsorship Award from the Capital Markets Law Foundation and the Innovation Award from the Hamburg Financial Center. Professor Fest has also received scholarships and research grants from notable institutions and has engaged in research visits and guest lectures internationally. He is a member of several academic associations and has contributed significantly to the field through peer reviewing and advisory positions.
Sponsoring Organization(s)
Yale Law & Business Society
