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Director Roundtable: The Law and Economics of Blockholder Disclosure

November 12, 2012

The question is whether activist investors should be required to give public companies quicker notice of their accumulation of stock once they have reached a 5% threshold. Current U.S. law requires notice within 10 days of reaching this threshold. Mr. Lipton’s firm has filed a petition with the SEC to shorten this period and Prof. Bebchuk has taken the position that existing evidence does not provide a good basis for SEC adoption of the proposed change. Our guests will lay out their positions and debate the issues.



  • Lucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance; Director, Program on Corporate Governance, Harvard Law School
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  • Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz
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The Debate


Program Materials

The Petition

Petition for Rulemaking Under Section 13 of the Securities Exchange Act of 1934

From Prof. Bebchuk

The Law and Economics of Blockholder Disclosure

From Mr. Lipton

Fair Markets and Fair Disclosure: Some Thoughts on the Law and Economics of Blockholder Disclosure, and the Use and Abuse of Shareholder Power

Beneficial Ownership of Equity Derivatives and Short Positions – A Modest Proposal to Bring the 13D Reporting System into the 21st Century

The Conference Board Governance Center Director Roundtables are regular sessions focused on key issues that impact the boardroom. For upcoming programs, and to access past session, please visit

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