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, teleconferences and sessions at our semi-annual conferences.

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 in cases that involve an issue that is addressed in CII policies or on which our organization has taken a public position, and when 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.

Issue to Watch: Fee-shifting bylaws are a white-hot bone of contention with investors.

Resources & Advocacy

March 9, 2017 CII letter to house speaker and minority leader opposing H.R. 985
March 12, 2015 FAQ on Proposed Delaware Bill Restricting Fee-Shifting Bylaws
Jan. 23, 2015 Institutional Investor letter to Governor MarkellISSGlass LewisSenator Townsendand Delaware Corporation Law Council Chair Norman Monhait on fee-shifting bylaws
Nov. 19, 2014 Teleconference: Developments in Delaware Case Law
Nov. 6, 2014 Teleconference: 2014 Mid-Term Elections: What's at Stake for Institutional Investors and Shareowners?
Oct. 27, 2014 Teleconference: The Supreme Court: A Review of the 2014-2015 Term 
Aug. 20, 2014 Teleconference: The Omnicare Case and How Institutional Investors Can Get Involved
July 16, 2014 Teleconference: Implications of the Supreme Court decision in the Halliburton Co. v. Erica P. John Fund, Inc. case
June 10, 2014 Teleconference: Poison Pills and Delaware Law Issues
May 15, 2014 Teleconference: Public Employees' Retirement System of Mississippi, v. IndyMac, U.S. Supreme Court, 13-640
Feb. 10, 2014 Teleconference: An Overview of CII's amicus curiae brief in the Halliburton Co. v. Erica P. John Fund, Inc case
Dec. 12, 2013 CII letter to Senate Judiciary Committee on forced arbitration clauses in corporate bylaws
Dec. 11, 2013 CII letter to SEC regarding forced arbitration clauses in corporate bylaws

CII Legal Briefs
Oct. 19, 2017         California State Teachers’ Retirement System v. Alvarez amicus curiae brief
June 27, 2014 Corre Opportunities Fund et al. vs. Emmis Communications Corporation amicus curiae brief
Feb. 5, 2014 Halliburton Co. v. Erica P. John Fund, Inc amicus curiae brief