Download or read book Majority Voting for the Election of Directors written by William K. Sjostrom and published by . This book was released on 2008 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: We explore the theory, law, and practice of the shift by public companies from a plurality voting standard for the election of directors to a majority voting standard, an emerging governance reform sweeping corporate America. Although not mandated by law, as of October 2006, more than 250 public companies, including at least 36% of Samp;P 500 companies and 31% of Fortune 500 companies, had implemented some form of majority voting. After analyzing the forms of majority voting implemented by these companies, we conclude that majority voting, as put into action, is little more than smoke and mirrors. We then report our findings from an event study we undertook to test our quot;smoke and mirrorsquot; hypothesis. Specifically, we examined stock price movements of firms around announcements that they have or will adopt some form of majority voting. Consistent with our hypothesis, we found no statistically significant market reaction.
Download or read book Study of Majority Voting in Director Elections written by Claudia Harri Allen and published by . This book was released on 2006 with total page 292 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Study of Majority Voting in Director Elections written by Claudia H. Allen and published by . This book was released on 2015 with total page 461 pages. Available in PDF, EPUB and Kindle. Book excerpt: Study of Majority Voting in Director Elections analyzes the initial roll-out and rapid success of the movement to require that directors be elected by a majority vote, rather than a plurality. As documented in the Study, only 16% of the companies in the S&P 500 were known to have adopted some form of majority voting in February 2006. However, by November 2007, 66% of S&P 500 constituents and over 57% of the companies in the Fortune 500 had adopted a form of majority voting.The Study analyzes the types of provisions adopted (bylaw vs. policy), the language of each provision, the continuing evolution of that language, stockholder proposals seeking a majority vote standard, state enabling statutes, the industry breakdown of adopters, the influence of activism and proxy advisory services and the origins of the majority vote movement.A list of companies analyzed and charts illustrating key trends are included in the Study.
Download or read book Robert s Rules of Order Newly Revised 12th edition written by Henry M. Robert III and published by PublicAffairs. This book was released on 2020-08-25 with total page 848 pages. Available in PDF, EPUB and Kindle. Book excerpt: The only current authorized edition of the classic work on parliamentary procedure--now in a new updated edition Robert's Rules of Order is the recognized guide to smooth, orderly, and fairly conducted meetings. This 12th edition is the only current manual to have been maintained and updated since 1876 under the continuing program established by General Henry M. Robert himself. As indispensable now as the original edition was more than a century ago, Robert's Rules of Order Newly Revised is the acknowledged "gold standard" for meeting rules. New and enhanced features of this edition include: Section-based paragraph numbering to facilitate cross-references and e-book compatibility Expanded appendix of charts, tables, and lists Helpful summary explanations about postponing a motion, reconsidering a vote, making and enforcing points of order and appeals, and newly expanded procedures for filling blanks New provisions regarding debate on nominations, reopening nominations, and completing an election after its scheduled time Dozens more clarifications, additions, and refinements to improve the presentation of existing rules, incorporate new interpretations, and address common inquiries Coinciding with publication of the 12th edition, the authors of this manual have once again published an updated (3rd) edition of Robert's Rules of Order Newly Revised In Brief, a simple and concise introductory guide cross-referenced to it.
Download or read book Comparative Company Law written by Andreas Cahn and published by Cambridge University Press. This book was released on 2018-10-04 with total page 1095 pages. Available in PDF, EPUB and Kindle. Book excerpt: Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
Download or read book Does Majority Voting Improve Board Accountability written by Stephen J. Choi and published by . This book was released on 2016 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Survey of Majority Voting in Director Elections written by Claudia H. Allen and published by . This book was released on 2006 with total page 32 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Securing the Vote written by National Academies of Sciences, Engineering, and Medicine and published by National Academies Press. This book was released on 2018-09-30 with total page 181 pages. Available in PDF, EPUB and Kindle. Book excerpt: During the 2016 presidential election, America's election infrastructure was targeted by actors sponsored by the Russian government. Securing the Vote: Protecting American Democracy examines the challenges arising out of the 2016 federal election, assesses current technology and standards for voting, and recommends steps that the federal government, state and local governments, election administrators, and vendors of voting technology should take to improve the security of election infrastructure. In doing so, the report provides a vision of voting that is more secure, accessible, reliable, and verifiable.
Download or read book Proportional Representation written by Charles Rollin Buckalew and published by . This book was released on 1872 with total page 338 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Case Against Mandatory Annual Director Elections and Shareholders Meetings written by William K. Sjostrom and published by . This book was released on 2006 with total page 45 pages. Available in PDF, EPUB and Kindle. Book excerpt: The article examines the mandatory requirement under state corporate law and stock exchange listing standards that public corporations hold annual shareholders' meetings for the election of directors. Specifically, I question the value of requiring corporations to (1) elect directors annually, and (2) hold shareholders' meetings annually. I critique the various justifications for these requirements and find none of them persuasive. I then explore a different approach taken by Minnesota with respect to the frequency of director elections and shareholders' meetings and conclude that the approach is superior to the current scheme. Recognizing, however, that any less strict state approach is overridden by exchange listing standards requiring annual elections and meetings, I propose that these listing standards be abolished. This would give effect to the Minnesota approach, but more importantly, it would allow state laboratories to experiment with alternative rules with respect to the frequency of elections and meetings. Consequently, it would add another variable for consideration in connection with the various proposed corporate governance reforms (e.g., shareholder proxy access, proxy contest reimbursement, majority voting) under debate, some of which may impact the propriety of annual director elections and shareholders' meetings.
Download or read book Water Code written by Texas and published by . This book was released on 1972 with total page 548 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Does Mandating Cumulative Voting Weaken Controlling Shareholders written by Lauren Yu-Hsin Lin and published by . This book was released on 2017 with total page 36 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate scholars have long championed the use of mandatory cumulative voting in developing countries. Yet, in comparison to majority or plurality voting, we know very little about its effectiveness. Even though cumulative voting is allowed in most jurisdictions, in practice it is not widely used. Taiwan stands out as a unique jurisdiction which mandates cumulative voting on all companies. Therefore, Taiwan is the only jurisdiction, to the best of our knowledge, that can be used to test the causal effect of cumulative voting on director election. Taking advantage of an exogenous legal change that occurred in Taiwanese corporate law in December 2011, we use panel data on 640 publicly traded companies from 2001-2015 in a difference-in-differences framework to tease out the effect of cumulative voting. From 2001-2011, cumulative voting was the default rule, and 20 companies opted for majority voting. While directors and supervisors are elected every three years, not all companies change boards in the same year. Fixed-effect panel regression models show that in the 2012 election -- about six months after the legal reform -- the cumulative voting rule appears to have weakened the controlling shareholders' control of the companies that had previously opted for majority voting. The controlling shareholders' control in the 2013, 2014, and 2015 elections, however, did not decrease. The take-away lesson is that mandating cumulative voting may not create a long-term effect because controlling shareholders find other means to maintain influence. Policymakers should leave the governance decisions to the firm and focus on rules that could restrain private benefits of control and enhance transparency to rein in controlling shareholders.
Download or read book Representing Corporate Officers and Directors and LLC Managers formerly Representing Corporate Officers Directors Managers and Trustees 3rd Edition written by Lane and published by Wolters Kluwer. This book was released on 2018-12-19 with total page 1588 pages. Available in PDF, EPUB and Kindle. Book excerpt: Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
Download or read book Corporate Governance Ethics Social Responsibility of Business by Dr Amit Kumar Dr Mukund Chandra Mehta SBPD Publications written by Dr. Amit Kumar and published by SBPD Publications. This book was released on 2021-07-06 with total page 242 pages. Available in PDF, EPUB and Kindle. Book excerpt: An excellent book for commerce students appearing in competitive, professional and other examinations. 1.Business Ethics : An Overview, 2. Business Ethics and its Theories, 3. Nature of Ethics and its Relevance to Business, 4. Corporate Governance : An Introduction and Framework, 5. Failure of Corporate Governance and Reforms, 6. Clause 49 : Corporate Governance Initiative in India, 7. Corporate Governance Practices : An Introduction, 8. Board Committee : Roles and Responsibilities, 9. Whistle Blowing : An Introduction , 10. Whistle Blower Policy and Framework, 11. Whistle Blower Protection Act, 2014, 12 .Corporate Social Responsibility : An Introduction, 13. Corporate Social Responsibilities and Social Audit.
Download or read book Corporate Governance Strengthening Latin American Corporate Governance The Role of Institutional Investors written by OECD and published by OECD Publishing. This book was released on 2011-07-01 with total page 78 pages. Available in PDF, EPUB and Kindle. Book excerpt: This report reflects long-term, in-depth discussion and debate by participants in the Latin American Roundtable on Corporate Governance.
Download or read book The Modern Rules of Order written by Donald A. Tortorice and published by American Bar Association. This book was released on 2007 with total page 84 pages. Available in PDF, EPUB and Kindle. Book excerpt: This new edition of an ABA best-seller will provide anyone who conducts meetings with an easy framework for efficiency and fairness. With a system that is easy to implement, this book is organized in an intuitive fashion to make it easy to refer to for guidance during a meeting. The framework is perfect for any organization looking to adapt them as a starting point for their own customized bylaws. The book is fully indexed, and contains charts helpful for handling tricky situations at a glance.
Download or read book Shareholder Voting in an Age of Intermediary Capitalism written by Paul H. Edelman and published by . This book was released on 2017 with total page 81 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 ownership and a principal/agent relationship, does not reflect recent fundamental changes as to who shareholders are and their incentives to vote (or not vote). In the first section of the article, we address this deficiency directly by developing a new theory of corporate voting that offers three strong and complementary reasons for shareholder voting. In the middle section, we apply our theory to a world where most shares are held by institutional investment intermediaries (and mostly within retirement plans). We show that intermediaries' business plans give them little reason to vote those shares and even create conflicts of interest that may distort their votes. Yet several key developments have countered that reality and opened the way for voting's new prominence. First, government regulations now require many institutions to vote their stock in the best interests of their beneficiaries. Second, subsequent market innovations led to the birth of third party voting advisors, including Institutional Shareholder Services (ISS), which help address the costs of voting and the collective action problems inherent in coordinated institutional shareholder action. Third, building on these developments, hedge funds have aggressively intervened in corporate governance at firms seen as undervalued, regularly using the ballot box to pressure targeted firms to create shareholder value, thereby giving institutional shareholders a good reason to care about voting. But there is more to the corporate franchise than hedge fund inspired voting. Say on Pay proposals, Rule 14a-8 corporate governance proposals, and majority vote requirements for the election of directors, are all important, recurrent topics involving shareholder votes. We must also explain why these lower value votes should be held. In our concluding section, we apply our theory to examine when shareholder voting is justified. We examine hedge fund activism as an example of high value voting situation and Say on Pay votes as an illustration of lower value cases where there are still good reasons to have shareholder votes.
