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Author: Thomas Stratmann Publisher: ISBN: Category : Languages : en Pages : 0
Book Description
The field of corporate governance has long considered the costs of the separation of ownership from control in publicly traded corporations and the regulatory and market structures designed to limit those costs. The debate over the efficiency of regulations designed to limit agency costs has recently focused on the SEC's new rule requiring companies to include shareholder nominees on the company-financed proxy statement to facilitate insurgent challengers to incumbent board members in board elections. A recent vein of empirical literature has examined the stock price effects of events surrounding the new proxy access rule. We present a study that focuses on small companies that expected an exemption from the rule under the Dodd-Frank legislation that preceded the adoption of the SEC rule. We consider the effect of the August 25, 2010 announcement of the proxy access rule, comparing its effect on the value of medium and large firms, which expected to be subject to the full rule, against its effect on the value of small firms, which were unexpectedly given only a temporary exemption from part of the rule (Rule 14a-11) and no exemption from another part of the rule (Rule 14a-8). Supporters of proxy access have long argued that it will enhance shareholder value. Critics of proxy access have argued that it will empower investors with conflicted agendas that will destroy shareholder wealth. The unexpected application of the rule to small-cap companies on August 25 provides a natural experiment for this question and allows us to examine the differential effect of the rule on firms above and below the arbitrary SEC cutoff of $75 million dollars in market capitalization. We find that the unanticipated application of the proxy access rule to small firms, particularly when combined with the presence of investors with at least a 3% interest (who are able to use the rule), resulted in negative abnormal returns. We present multiple methods to measure that effect and demonstrate losses for our sample of roughly 1000 small companies of as much as $347 million.
Author: Thomas Stratmann Publisher: ISBN: Category : Languages : en Pages : 0
Book Description
The field of corporate governance has long considered the costs of the separation of ownership from control in publicly traded corporations and the regulatory and market structures designed to limit those costs. The debate over the efficiency of regulations designed to limit agency costs has recently focused on the SEC's new rule requiring companies to include shareholder nominees on the company-financed proxy statement to facilitate insurgent challengers to incumbent board members in board elections. A recent vein of empirical literature has examined the stock price effects of events surrounding the new proxy access rule. We present a study that focuses on small companies that expected an exemption from the rule under the Dodd-Frank legislation that preceded the adoption of the SEC rule. We consider the effect of the August 25, 2010 announcement of the proxy access rule, comparing its effect on the value of medium and large firms, which expected to be subject to the full rule, against its effect on the value of small firms, which were unexpectedly given only a temporary exemption from part of the rule (Rule 14a-11) and no exemption from another part of the rule (Rule 14a-8). Supporters of proxy access have long argued that it will enhance shareholder value. Critics of proxy access have argued that it will empower investors with conflicted agendas that will destroy shareholder wealth. The unexpected application of the rule to small-cap companies on August 25 provides a natural experiment for this question and allows us to examine the differential effect of the rule on firms above and below the arbitrary SEC cutoff of $75 million dollars in market capitalization. We find that the unanticipated application of the proxy access rule to small firms, particularly when combined with the presence of investors with at least a 3% interest (who are able to use the rule), resulted in negative abnormal returns. We present multiple methods to measure that effect and demonstrate losses for our sample of roughly 1000 small companies of as much as $347 million.
Author: Bernard S. Sharfman Publisher: ISBN: Category : Languages : en Pages : 8
Book Description
For many years, the default rules of corporate and securities law have provided the board of directors (Board) with exclusive authority to decide whether shareholder proposals on proxy access, the ability of certain privileged shareholders to have their own slate of director nominees included in a public company's proxy solicitation materials for purposes of voting at the annual meeting, are to be included in a public company's proxy solicitation materials. However, five years ago, the Securities and Exchange Commission (SEC) amended its rules to allow such proposals to be included whether or not the Board approves. The proposals usually limit the availability of proxy access to large institutional shareholders who have held at least three percent of company shares, individually or as an aggregation of 20 to 25 investors, for at least three years. Roughly 200 companies received proxy-access proposals in 2016. Shareholders need to be informed about the value of proxy access prior to voting on such proposals. Boards also need to be informed about its value prior to deciding whether it should amend its governing documents to include proxy access, either for purposes of preempting a shareholder vote or considering its implementation subsequent to such a vote at the annual meeting. The SEC needs to be informed about this value prior to making any changes to its proxy access rules, including revisiting the idea of mandatory proxy access for all public companies. One way to understand the value of proxy access is through empirical analysis of the shareholder proposals on proxy access that have already been submitted for inclusion in the proxy materials of public companies. Unfortunately, the empirical evidence so far tells us very little about this value. This is a critical point that shareholders, board members and the SEC need to understand when empirical evidence is provided as support for or against proxy access.
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets and Government Sponsored Enterprises Publisher: ISBN: Category : Investment advisors Languages : en Pages : 444
Author: David Webber Publisher: Harvard University Press ISBN: 0674919475 Category : Political Science Languages : en Pages : 175
Book Description
“Riveting . . . contributes wonderfully to a new and ongoing conversation about inequality, dark money, and populism in the electorate.” —Mehrsa Baradaran, author of The Color of Money When Steven Burd, CEO of the supermarket chain Safeway, cut wages and benefits, starting a five-month strike by 59,000 unionized workers, he was confident he would win. But where traditional labor action failed, a new approach was more successful. With the aid of the California Public Employees' Retirement System, a $300 billion pension fund, workers led a shareholder revolt that unseated three of Burd’s boardroom allies. In The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon, David Webber uses cases such as Safeway’s to shine a light on labor’s most potent remaining weapon: its multitrillion-dollar pension funds. Outmaneuvered at the bargaining table and under constant assault in Washington, statehouses, and the courts, worker organizations are beginning to exercise muscle through markets. Shareholder activism has been used to divest from anti-labor companies, gun makers, and tobacco; diversify corporate boards; support Occupy Wall Street; force global warming onto the corporate agenda; create jobs; and challenge outlandish CEO pay. Webber argues that workers have found in labor’s capital a potent strategy against their exploiters. He explains the tactic’s surmountable difficulties even as he cautions that corporate interests are already working to deny labor’s access to this powerful and underused tool. The Rise of the Working-Class Shareholder is a rare good-news story for American workers, an opportunity hiding in plain sight. Combining legal rigor with inspiring narratives of labor victory, Webber shows how workers can wield their own capital to reclaim their strength. “Weaves narratives of activist campaigns (pension fund administrators, union staffers, and government comptrollers are the book’s unlikely heroes) with fine-grained analysis of the relevant legal and financial concepts in accessible prose.” —Publishers Weekly
Author: Stanford Law Review Publisher: Quid Pro Books ISBN: 1610279387 Category : Law Languages : en Pages : 336
Book Description
A leading law journal features a digital edition as part of its worldwide distribution, using quality ebook formatting. This June 2012 issue of the Stanford Law Review (the last for the academic year) contains studies of law, economics, and social policy by recognized scholars on diverse topics of interest to the academic and professional community. Contents for the issue include: "Beyond DOMA: Choice of State Law in Federal Statutes" William Baude "Does Shareholder Proxy Access Damage Share Value in Small Publicly Traded Companies?" Thomas Stratmann & J.W. Verret Book Review, "Infringement Conflation" Peter S. Menell Note, "Pinching the President's Prosecutorial Prerogative: Can Congress Use Its Purse Power to Block Khalid Sheikh Mohammed’s Transfer to the United States?" Nicolas L. Martinez Note, "The American Jury: Can Noncitizens Still Be Excluded?" Amy R. Motomura In the ebook edition, all the footnotes, graphs, and tables of contents (including those for individual articles) are fully linked, properly scalable, and functional; the original note numbering is retained. Also, the URLs in notes are active; and the issue is properly formatted for ereaders.
Author: Lynn Stout Publisher: Berrett-Koehler Publishers ISBN: 1605098167 Category : Business & Economics Languages : en Pages : 151
Book Description
An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises Publisher: ISBN: Category : Business & Economics Languages : en Pages : 420
Author: Thomas Stratmann
Author: Thomas Stratmann
Author: Bernard S. Sharfman
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets and Government Sponsored Enterprises
Author: David Webber
Author: Stanford Law Review
Author: Alon Brav
Author: Lynn Stout
Author: 
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises
Author: