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Category: Business and Industry
Date Submitted: 10/28/2013 03:28 AM
Annual
Mee)ngs:
Shareholder
Vo)ng
Review
of
Ar,cle
Shareholder
Ac,vism
through
Proxy
Proposals:
The
European
Perspec,ve
Lisa
Baudot
4
May
2010
Introduc,on
• Responses
to
corporate
governance
concerns
:
– Con,nuum
of
responses
that
dissa,sfied
investors
give
Vote
with
Your
Feet
Shareholder
Ac)vism
Investors
hold
shares
and
seek
internal
change
Market
for
Corp
Control
Investors
ini)ate
takeovers
/ buyouts
Formal
Enforcement
Investors
bring
lawsuits,
li)ga)on
–
– Private
:
informal
versus
formal
mechanisms
– Public
mechanisms
ini,ated
by
public
bodies
Investors
sell
shares
• Shareholder
ac,vism
:
– Behind
the
scenes
nego,a,on
with
management
– Submission
of
proposals
for
shareholder
vote
Lisa
Baudot,
13
April
2010
Theory
• Key
perspec,ves
regarding
shareholder
–ini,ated
proposals
• Efficient
monitor
hypothesis
(supported
by
US
literature)
– Effec,ve
means
of
mi,ga,ng
agency
concerns
– Only
large
(ins,tu,onal)
shareholders
have
the
means
/
incen,ve
to
undertake
monitoring
and
control
ac,vi,es
(Grossman
&
Hart,
1980;
Shleifer
&
Vishny,
1986)
• Incen,ve
conflict
hypothesis
– Used
by
ac,vists
to
pursue
their
self-‐serving
agendas
as
opposed
to
shareholder...