Shareholder activism by hedge funds became a major corporate governance phenomenon in the United States in the 2000s. This paper puts the trend into context by introducing a heuristic device referred to as 'the market for corporate influence' to distinguish the ex ante-oriented 'offensive' brand...

The effectiveness of shareholder voting as a governance mechanism depends in large part on the voting behavior of institutional investors, many of whom receive recommendations on how to vote from proxy advisors such as ISS. Company managers and policymakers are increasingly concerned that...

"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the...

Until late in the twentieth century, internal corporate governance - that is, decision making by the principal constituencies of the firm - was clearly distinct from outside oversight by regulators, auditors and credit rating agencies, and markets. With the 1980s takeover wave and hedge funds'...

This article evaluates the Takeover Bids Directive's board neutrality rule, in light of the European Commission's option to propose the revision of the Directive and a recent suggestion put forward by some commentators to make the rule, which is optional, harder to opt-out. It does so by...

The forthright brand of shareholder activism hedge funds deploy became during the 2000s a significant feature of Canadian corporate governance. This paper examines hedge fund activism “Canadian style.” The paper characterizes the interventions hedge funds specialize in as “offensive”...

The brand of shareholder activism associated with hedge funds is a highly topical, yet equally controversial issue. In this article, I provide a synthesis of the key issues surrounding the hedge fund activism phenomenon, many of which are unresolved or have become popularized notions. I focus on...

This Article offers an assessment of the preliminary evidence that the market for corporate control functions as a disciplinary mechanism for poor corporate governance in Korea. It analyzes SK Corporation's fight against Sovereign Asset Management, contest for control over the Hyundai Group,...

The World Bank has published a series of reports on corporate governance as part of its project on the Reports on the Observance of Standards and Codes (ROSC). The corporate governance principles in its ROSC Reports are benchmarked against the OECD's Principles of Corporate Governance (OECD...

The World Bank has published a series of reports on corporate governance as part of its project on the Reports on the Observance of Standards and Codes (ROSC). The corporate governance principles in its ROSC Reports are benchmarked against the OECD's Principles of Corporate Governance (OECD...