Council of Institutional Investors

Legal Issues

CII educates its members on topical legal issues that relate to corporate governance or shareholder rights via our weekly CII Governance Alert newsletter, our member listserv, published reports, webinars, podcasts, and sessions at our semi-annual conferences. CII also regularly advocates on a range of legal issues with policymakers, including the U.S. Securities and Exchange Commission, the Delaware State Bar Association, and the American Bar Association.

CII engages in litigation on a limited basis, generally by filing a brief as an amicus curiae (friend of the court) in support of a party in a lawsuit. CII considers filing as an amicus curiae based on a board approved policy that requires consideration of a number of factors. Those factors include whether the case involves an issue that is addressed in CII policies or on which our organization has taken a public position, and whether there is an opportunity for CII to provide a perspective that is not discussed fully in the brief of the party being supported or by other amici.

Resources & Advocacy

Jan. 9, 2020 Letter Thanking Intuit’s Board on Opposing Mandatory Arbitration Shareholder Proposal
Jan. 31, 2019 CII letter to SEC on mandatory arbitration
Sept. 13, 2019 CII letter to Delaware State Bar Association to amend DGCL to limit dual class stock companies (DGCL Response)
Sep. 13, 2019 CII letter to ABA to amend the MBCA to limit dual class stock companies (ABA Response)

CII Legal Briefs
Oct. 10, 2020 CII amicus brief in Institutional Shareholder Services v. SEC
Mar. 27, 2020 Reactions from Legal Experts to Footnote # 169 in Salzberg v. Blue Apron Holdings, Inc., et al.
Oct. 28, 2019 CII amicus brief in Salzberg v. Sciabacucchi to the Delaware Supreme Court regarding forum selection provisions
Aug. 1, 2019 Joint CII and Investment Company Institute amicus brief in support of denying stock exchange petitions for review of the SEC's transaction fee pilot