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Corporate Governance in listed companies: a US and a European perspective

New York had the pleasure of hosting the Perez- Llorca Chair/IE Commercial Law lecture for the second time in honor of a seminar celebrated in conjunction with the North American Law Firm Willkie Farr & Gallagher LLP.

The guest lecturers focused on the new corporate governance in listed companies from a US and European point of view. More specifically, they analyzed the changes occurring to the company’s Board of Directors and how relationships with their shareholders are evolving.

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The conference was presented and moderated by Sara Sánchez, IE Law School Professor, and included guest speakers Steven J. Gartner, Chairman at Willkie Farr & Gallagher LLP and Pedro Pérez-Llorca, Managing Partner at Pérez-Llorca.  The event commenced by presenting the most coming demands made by the most active and influential shareholders in the listed companies when deciding where to invest.  Both guest speakers agreed that majority shareholders, both in Europe and the United States, are requesting to have more control over the managers of the listed companies. This, at times, has led the investors to request a seat on the Board of Directors in exchange for their investment.

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A discussion followed concerning the manager’s remuneration, where special emphasis was placed on the importance of the relationship between the investor and the Board of Directors, the strategies utilized by investment funds when investing in listed companies, and tactics employed in order to increase their influence over the company’s corporate governance.  Moreover, they briefly spoke about the influence a majority shareholder can access over the company’s operations and the obligations and limitations imposed upon the funds in order to avoid possible conflicts of interest.  Lastly, Mr. Pérez-Llorca and Mr. Gartner discussed a matter of great importance; the liability of the directors, including the investors when they have access to the Board.

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The seminar concluded with a question and answer session between the speakers and attendees. This was the second Commercial Law Seminar held by Pérez-Llorca and the IE Chair in New York City and the third in the United States, following a successful event this past May in Miami in conjunction with Akerman LLP.