Shareholder Activism and the Law : The Future of US Corporate Governance

Présentation de l'éditeur : "This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory. Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board's decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007-2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally." Présentation de l'éditeur : "This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory. Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board's decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007-2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally." "This book provides a complete framework for contemporary shareholder activism and its implications over US corporate governance, which is based on the director primacy theory. Under director primacy theory, shareholders do not wish to be involved with the management, and when they do it equally means a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of the centralised decision-making in public-companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and even some form of shareholder activism is collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains as a key contribution of shareholders, they also bring new informational inputs to corporate decision-making, which could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board's decision-making and monitoring capacity, without undermining the economic value of the board authority. Therefore, this book sets out that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007-2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally"-- Provided by publisher Cover Half Title Series Page Title Page Copyright Page Table of Contents Acknowledgements Foreword Preface 1. Introduction 2. Corporate governance: framework and control mechanisms 3. Theoretical aspects of shareholder activism 4. The landscape of institutional shareholders 5. Shareholder activism in US corporate governance 6. Accommodating shareholder activism in the US system of corporate governance 7. Conclusion Bibliography Table of cases Table of legislation, governance codes, and principles Index