Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

Modern perceptions of good corporate governance assume that the general meeting has a meaningful role in the governance of listed companies and that shareholders make responsible use of their voting rights. Assessments after the financial crisis, however, indicate that institutional investors by...

This Article seeks to ascertain the impact of the Securities and Exchange Commission's rejection in 2007 of a proxy access rule, a rule that would have required corporations to include shareholder-nominated candidates on the ballot. On the one hand, the SEC's rejection appears to be a stunning...

Sell-side securities analysts who recommend stocks that they own have a conflict of interest. If investors buy the stocks in response to the analysts' recommendations, the stocks' prices will rise, increasing the analysts' personal wealth. Thus, analysts are legally required to disclose...

We examine the role of institutional investors in corporate governance in an environment where ownership is concentrated. The presence of dominant shareholders alters the role of institutional investors by limiting their voting influence; by shifting the focus from shareholder-manager conflicts...

Given recent empirical work suggesting that Canada is one of two countries in which outcomes favourable to shareholder activists are more likely than in the US, one might wonder whether shareholders in Canadian public companies have become too empowered. This concern is perhaps especially acute...

This note presents my position regarding the hidden ownership schemes currently employed by the Schaeffler group to build up stakes in Continental AG in preparation for an unsolicited surprise cash-bid for Continental's shares. It summarizes the information publicly available on the Schaeffler /...

Competition between State-owned Enterprises ('SOEs') and foreign companies has intensified as China has liberalised market access in order to fulfill its commitments for entry to the WTO. To help SOEs meet the challenge of increasing international competition, the Chinese government has adopted...

This paper discusses steward ownership, a concept of business ownership aiming at long-term and purpose-oriented entrepreneurship developed in Germany. Steward ownership can be seen in the context of the current worldwide discussion of corporate purpose and legal innovations like the US-American...

With ESG and conscious capitalism dominating boardroom conversations across America, Delaware’s adoption of the Public Benefit Corporation (PBC) has been a recent attempt to support this movement by offering a new form of corporate governance that seeks to create a positive impact on society...