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nonbinding since management has the authority to reject the proposal even if it received majority support from shareholders. We … nonbinding voting only if conflicts of interest between shareholders and the activist are substantial …
Persistent link: https://www.econbiz.de/10012751062
Prior to the global financial crisis which began in 2007, corporate governance reforms of the preceding thirty years had promoted a shareholder-value based model of management for which there was little historical precedent. The underlying legal model of the firm retained a vestigial sense of...
Persistent link: https://www.econbiz.de/10010614652
Persistent link: https://www.econbiz.de/10010706744
constitutions that create a division of power among shareholders with corporate officers being elected in different ways. In … addition, shareholders would constitutionally provide employees, customers and suppliers, including the host community, voice …
Persistent link: https://www.econbiz.de/10012739468
We investigate the internal workings of U.S. corporate governance with a hand-collected dataset of director resignations that are related to power struggles within the board. About two-thirds of the conflicts arise because of how board members interact in carrying out their duties, while most of...
Persistent link: https://www.econbiz.de/10012706643
This paper identifies eight reasons why it is rational not to trust large complex Anglo corporations and how these reasons could be removed. Two reasons are that directors are overloaded with information but also lack information independent of management to evaluate management and the business....
Persistent link: https://www.econbiz.de/10012785896
capability to act to protect themselves, shareholders and stakeholders. Nor do directors have a systemic process to discover if … their trust in management might be misplaced. Shareholders have the power to correct these problems by changing corporate …
Persistent link: https://www.econbiz.de/10012785897
This paper examines the nature, incidence, and consequences of boardroom disputes. Using a novel, hand-collected dataset of internal disputes in publicly traded U.S. companies over 1995-2006 that come to light upon the occurrence of director resignations, we find that such conflicts typically...
Persistent link: https://www.econbiz.de/10012725314
This paper identifies some policy options for encouraging widely dispersed shareholders and/or their fiduciary agents … to become more effective in controlling corporations. Even though institutional shareholders have a fiduciary … paper puts forward three ways to invigorate the voice of all shareholders to control corporations that could be introduced …
Persistent link: https://www.econbiz.de/10012739446
This Paper develops an account of the role and significance of managerial power and rent extraction in executive compensation. Under the optimal contracting approach to executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors...
Persistent link: https://www.econbiz.de/10005114260