The Securities and Exchange Commission's (“SEC” or “Commission”) recent staff roundtable on the proxy process, and its resulting guidance, interpretation and proposed rules on limiting the use of shareholder proposals, regulating proxy advisors and their creation of shareholder voting...

The fine balance between prevention of minority shareholder rights and the independent will of the majority shareholders to run the company they majorly hold is largely dependent on the securities enforcement agencies of the country. In India, The SEBI has engaged in minority protections at the...

This paper examines the economic consequences of institutional investors outsourcing research and voting decisions in public company elections to proxy advisory firms. We investigate the implications of these decisions in the context of shareholder say-on-pay voting required in 2011 under the...

Shareholder voting is a key part of contemporary American corporate governance. As numerous contemporary battles between corporate management and shareholders illustrate, voting has never been more important. Yet, traditional theory about shareholder voting, rooted in concepts of residual...

The traditional view in corporate governance, shareholder primacy, holds that boards and executives should manage corporations with a single-minded focus on increasing financial returns to shareholders. By contrast, advocates of Environmental, Social and Governance (ESG) criteria and stakeholder...

Institutional shareholders around the world increasingly use active share-voting to protect their portfolio investments and improve corporate governance. However, exercising voting rights involves costly and often arcane country-specific legal rules. This report on Sweden is one of a series...

Institutional shareholders around the world increasingly use share-voting to protect their portfolio investments and improve corporate governance. However, exercising voting rights involves costly and often arcane country-specific legal rules. Efforts are under way to harmonize cross-border...

In the past twenty-five years, derivatives markets have grown exponentially. Large, modern derivatives markets increasingly enable investors to hold economic interests in corporations without owning voting rights, and vice versa. This leads to both empty voters — investors whose voting rights...

Shareholder voting on corporate acquisitions is controversial. In most countries acquisition decisions are delegated to boards and shareholder approval is discretionary, which makes existing empirical studies inconclusive. We study the U.K. setting where shareholder approval is imposed...

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