Shareholders' Rights in Agency's Conflicts : Selected Issues in the Transatlantic Debate

The purpose of this Article is to provide the reader with a detailed analysis of the existing regulations on shareholders' rights, recently updated by the Shareholders' Rights Directive II, as well as in light of the U.S. regulation on the topic. The paper aims to adequately address and explore each selected, crucial issue—namely Proxy Advisors, Institutional Investors and Say on Pay—through a comparative perspective and in order to highlight the possible convergence between Europe and the United States. In particular, we intend to focus on the strong efforts of the Shareholders' Rights Directive II (i) to re-evaluate the role of institutional investors as key players in corporate governance dynamics; (ii) to reform the role of proxy advisors as a fundamental link between shareholders and markets, and (iii) to modify the remuneration issue in order to achieve a correct rebalancing of agency conflicts between shareholders and directors