Download or read book Shareholder Voting in Proxy Contests for Corporate Control Uncontested Director Elections and Management Proposals written by Randall S. Thomas and published by . This book was released on 2017 with total page 120 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder votes as an ineffective control on the board's decision making, the empirical literature paints a more nuanced picture. When a proxy contest breaks out, shareholders wield immense influence. These contests tend to have significant benefits for the corporation, including facilitating a change in management, reducing unnecessary liquidity, and prompting the payout of dividends. Even in uncontested director elections, shareholders' decisions to vote for or withhold their vote reflect the company's performance. The decision to withhold has some albeit slight impact on improving corporate performance going forward. Finally, the evidence suggests that shareholders seriously scrutinize management proposals, instead of blindly following management. ISS and institutional investors have led the charge in this area. For votes on mergers and acquisitions, shareholders do not block all bad acquisitions but do push the scales towards maximizing company value. For management compensation proposals, shareholders appear largely unconcerned with the company's performance but deeply concerned with how the plan dilutes share value. Overall, shareholder voting plays a significant role in corporate management that deserves further research.
Download or read book Aranow Einhorn on Proxy Contests for Corporate Control written by Randall S. Thomas and published by Aspen Publishers. This book was released on 1998-01-01 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Widely recognized as the attorney's 'bible' for handling contested elections of boards of directors and shareholder proposals, this time-honored treatise addresses the unique demands of the past decade. Here, you'll find the most comprehensive, current and practical coverage of the critical issues surrounding these contests, plus the latest state and federal law with in-depth discussions of recent rules that can affect your every move in this highly regulated field. A virtual blueprint on how to proceed under all the newest requirements, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL brings you all-new material on such crucial topics as: SEC regulations of proxy solicitations the form of proxy Federal antifraud rules Proxy contest defensive tactics Executive pay the new shareholder communications rules Disproportionate voting rights the shareholder proposal rule Joint tender offer and proxy contests. ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL takes you step-by-step through the considerations and legal intricacies of successfully initiating - or defending against - a proxy contest. from preparing for a contest and meeting to the solicitation of proxies to conducting the meeting, you get a thorough evaluation and indispensable 'how-to' problem-solving guidance not available anywhere else.
Download or read book Proxy Contests for Corporate Control written by Edward Ross Aranow and published by . This book was released on 1968 with total page 720 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Corporate Voting and the Proxy Process written by Stuart Gillan and published by . This book was released on 2002 with total page 44 pages. Available in PDF, EPUB and Kindle. Book excerpt: A rise in shareholder activism and recent changes in the SEC's proxy rules have been accompanied by an increase in shareholders' use of the proxy process. However, because managers have discretion over the design and implementation of the proxy process, issues remain concerning shareholders' ability to initiate change by voting. More generally, we hypothesize that certain features of the institutional and regulatory environment may allow managers to influence shareholder voting turnout and results. To the extent managers may strategically influence votes, they may disenfranchise shareholders and, conceivably, reduce the control rights of shares. We find evidence suggesting that managers control the proxy process and receive a vote-getting advantage from doing so. The results indicate that managers hire proxy solicitors when ballots include nonroutine management or shareholder proposals, and bundle nonroutine management or difficult-to-pass issues with others in joint proposals. It appears that managers also craft proposals so that they are classified as routine, rather than nonroutine, which increases the number of votes cast in support of proposals. We find that routine management proposals received as many as 14.42% more affirmatively cast votes than nonroutine proposals of the same proposal type and as much as 17.25% higher voting turnout. The passage of as many as 5.3% of routine proposals may have been due to their classification as routine rather than nonroutine proposals. Some institutional features, however, appear to constrain managers' ability to gain shareholder votes. Notably, against recommendations from ISS, an advisory service providing voting recommendations to many institutional investors, were associated with 13.63% to 20.56% fewer affirmative votes for management proposals, depending on the specific proposal type.
Download or read book Hedge Fund Activism written by Alon Brav and published by Now Publishers Inc. This book was released on 2010 with total page 76 pages. Available in PDF, EPUB and Kindle. Book excerpt: Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.
Download or read book Judicial Review of Defensive Tactics in Proxy Contests written by Randall S. Thomas and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article focuses on proxy contests for corporate control. In a proxy contest for corporate control, shareholders try to wrest control of a target corporation from the existing board of directors by winning a corporate election of directors. Issue contests, by comparison, are proxy contests over fundamental corporate changes, such as merger proposal or charter amendments, or proxy solicitations relating to shareholder proposals under Rule 14a-8. Lucian A. Bebchuk and Marcel Kahan, Proxy Contests, A Framework For Analyzing Legal Policy Towards Proxy Contests, 78 Cal. L. Rev. 1071, 1074-1075 (1990). This Article will use the term proxy contests to mean proxy contests for corporate control. It will use the term joint offer to refer to a joint tender offer and proxy contest.
Download or read book A Practical Guide to SEC Proxy and Compensation Rules written by Amy L. Goodman and published by Aspen Publishers. This book was released on 1995 with total page 938 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.
Download or read book The Shareholder Rights Directive II written by Hanne S. Birkmose and published by Edward Elgar Publishing. This book was released on 2021-04-30 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.
Download or read book Hard Lessons in Corporate Governance written by Bryce C. Tingle and published by Cambridge University Press. This book was released on 2024-05-30 with total page 315 pages. Available in PDF, EPUB and Kindle. Book excerpt: Examines how and why modern corporate governance practices fail to deliver better economic, managerial, environmental, or social outcomes.
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 Wolf at the Door written by John C. Coffee and published by . This book was released on 2016-02-10 with total page 108 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance has three basic aims: to understand and explain the factors that have caused an explosion in hedge fund activism; to examine the impact of this activism; and to survey and evaluate possible legal interventions with an emphasis on the least restrictive alternative.
Download or read book Shareholder Democracy written by Lisa M. Fairfax and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book offers a succinct, practical guide for understanding what some have referred to as shareholder democracy--efforts to facilitate and increase shareholder voting power within the corporation. In the past few years there has been a surge in shareholder activism that has had a profound impact on the corporation. Shareholders and other activists have sought to increase shareholders' voting power within the corporation based largely on the belief that increasing shareholder power will increase director and officer accountability, thereby helping to curb corporate misconduct and improve corporate performance. However, there is intense debate regarding whether increased shareholder power can achieve such objectives and whether increased shareholder power will negatively impact the corporation. This book is the first to provide a concise, but comprehensive look at the various ways in which shareholders have sought to enhance their voting power and influence within the corporation. In addition to examining shareholder activism, this book highlights and analyzes the debate regarding the propriety of increased shareholder power. This book also analyzes the impact of recent developments aimed at facilitating shareholder power such as majority voting, say on pay, and proxy access. This book will serve as a useful tool not only for those who desire a straight-forward analysis of shareholder rights and activism, but also for those seeking a reference guide on an issue of growing importance to corporate law and corporate governance.
Download or read book Board Member Nomination and Election written by OECD and published by OECD Publishing. This book was released on 2012-09-20 with total page 120 pages. Available in PDF, EPUB and Kindle. Book excerpt: This report addresses the corporate governance framework and company practices that determine the nomination and election of board members. It covers some 26 jurisdictions including in-depth reviews of four jurisdictions: Indonesia, Korea, the Netherlands and the United States.
Download or read book A Practical Guide to SEC Proxy and Compensation Rules written by Amy L. Goodman and published by Wolters Kluwer. This book was released on 2010-10-05 with total page 1856 pages. Available in PDF, EPUB and Kindle. Book excerpt: A Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas youand’re likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individuallyand—the summary compensation table, the option and SAR tables, the long-term incentive plan tableand—and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Fifth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company and“say-on-payand” advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, weand’ve updated the Appendices to bring you the latest rules and relevant primary source material.
Download or read book Proxy Contests and Corporate Reform written by Douglas V. Austin and published by . This book was released on 1965 with total page 118 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Practical Guide to SEC Proxy and Compensation Rules 6th Edition written by Goodman, Fontenot and published by Wolters Kluwer. This book was released on 2018-11-21 with total page 2156 pages. Available in PDF, EPUB and Kindle. Book excerpt: A Practical Guide to SEC Proxy and Compensation Rules, Sixth Edition is designed to meet the special needs of corporate officers and other professionals who must understand and master the latest changes in compensation disclosure and related party disclosure rules, including requirements and initial SEC implementing rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Current, comprehensive and reliable, the Guide prepares you to handle both common issues and unexpected situations. Contributions from the country's leading compensation and proxy experts analyze: Executive compensation tables Compensation disclosure and analysis Other proxy disclosure requirements E-proxy rules Executive compensation under IRC Section 162(m) And much more! Organized for quick, easy access to all the issues and areas you're likely to encounter in your daily work, A Practical Guide to SEC Proxy and Compensation Rules Dissects each compensation table individually--the summary compensation table, the option and SAR tables, the long-term incentive plan table--and alerts you to the perils and pitfalls of each one Walks you through preparation of the Compensation Disclosure and Analysis Explains the latest interpretations under the SEC's shareholder proposal rule and institutional investor initiatives and what they mean for the coming proxy season Helps you tackle planning concerns that have arisen in the executive compensation context, including strategies for handling shareholder proposals regarding executive compensation and obtaining shareholder approval of stock option plans The Sixth Edition reflects the latest SEC and IRS regulations, guidance, interpretations and disclosure practices. It adds a new chapter focused on developments and practices relating to required public company "say-on-pay" advisory votes pursuant to the Dodd-Frank Act. Another new chapter addresses director qualifications and Board leadership, diversity, and risk oversight disclosures. This one-volume guide will help you prepare required disclosures as well as make long-range plans that comply fully with regulations and positions taken by the SEC more quickly and completely than ever before. In addition, we've updated the Appendices to bring you the latest rules and relevant primary source material. Previous Edition: Practical Guide to SEC Proxy and Compensation Rules, Fifth Edition ISBN 9780735598959
Download or read book The Law of ESG Derivatives written by Ligia Catherine Arias Barrera and published by Taylor & Francis. This book was released on 2024-07-05 with total page 310 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book weaves together a comprehensive legal analysis of sustainable finance regimes governing Environment, Social and Governance (ESG) derivatives, with insightful sociological perspectives on risks and uncertainties. Sustainable finance offers a unique chance to channel capital towards sustainability goals, with ESG derivatives emerging as potent catalysts for a transition to a more sustainable economy. Beyond amplifying capital flow, they strategically align with effective ESG risk and uncertainty management. The book explores how integrating ESG derivatives can strategically serve sustainable investment, offering insights into optimal risk management. The work not only outlines challenges but presents potential solutions, highlighting ESG derivatives’ role in addressing market failures affecting sustainable finance, which is an aspect often overlooked by regulators in the EU, the UK, and the US. Serving as a strategy guide for countries adopting a diverse sustainable finance portfolio, the book targets policy practitioners and advocacy specialists, catering to a broad multidisciplinary audience amid the increasing interest in ESG-related products. The book’s dual emphasis on financial derivatives for ESG risk management and sociological perspectives positions it as an ideal resource for scholars, experts, practitioners, researchers, and curious minds across law, business, management, and sociological studies.
