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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: 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: Bernard S. Sharfman Publisher: ISBN: Category : Languages : en Pages : 50
Book Description
Traditionally, the default rules of corporate and securities law have provided a public companyņs board of directors with exclusive authority to decide whether shareholder proposals on proxy access are to be included in that companyņs proxy solicitation materials. However, the Securities and Exchange Commission (SEC) has recently amended its rules to allow such proposals to be included whether or not a board approves. This study recommends that the SEC return to its traditional approach to proxy access and furthermore urges the SEC not to put universal proxy access back on its agenda absent consistent empirical evidence that shows proxy access to be value enhancing. These recommendations are efficiency based. The study argues that the board is the locus of authority and possesses expertise and access to information that is not available to shareholders and is thus presumed to be in a better position to determine whether proxy access is wealth enhancing for shareholders.
Author: Amy L. Goodman Publisher: Wolters Kluwer ISBN: 0735598959 Category : Law Languages : en Pages : 1856
Book Description
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.
Author: Goodman, Fontenot Publisher: Wolters Kluwer ISBN: 1543806759 Category : Business & Economics Languages : en Pages : 2156
Book Description
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
Author: Publisher: ISBN: Category : Boards of directors Languages : en Pages :
Book Description
"Abstract: This article examines two "meta" issues raised by opponents of the SEC's proposal to provide shareholders with rights to place director candidates on the company's proxy materials. First, opponents argue that, even assuming proxy access is desirable in many circumstances, the existing no-access default should be retained and the adoption of proxy access arrangements should be left to opting-out of this default on a company-by-company basis. This article, however, identifies strong reasons against retaining no-access as the default. There is substantial empirical evidence indicating that director insulation from removal is associated with lower firm value and worse performance. Furthermore, when opting-out from a default arrangement serves shareholder interests, a switch is more likely to occur when it is favored by the board than when disfavored by the board. We analyze the impediments to shareholders' obtaining opt-outs that they favor but the board does not, and we present evidence indicating that such impediments are substantial. The asymmetry in the reversibility of defaults highlighted in this article should play an important role in default selection.Second, opponents of the SEC's proposed reforms argue that, if the SEC adopts a proxy access regime, shareholders should be free to opt-out of this regime. We point out the tensions between advocating such opting out and the past positions of many of the opponents, as well as tensions between opting-out and the general approach of the proxy rules. Nonetheless, we support allowing shareholders to opt-out of a federal proxy access regime, provided that the opt-out process includes necessary safeguards. Opting-out should require majority approval by shareholders in a vote where the benefits to shareholders of proxy access are adequately disclosed, and shareholders should be able to reverse past opt-out decisions by a majority vote at any time. The implications of our analysis extend beyond proxy access to the choice of default rules for corporate elections, and to the ways in which shareholders should be able to opt-out of election defaults. In particular, the current plurality voting default should be replaced with a majority voting default, and existing impediments to the ability of shareholders to opt-out of arrangements that make it difficult to replace directors should be re-examined. The paper is scheduled to appear in the February 2010 issue of The Business Lawyer together with an article by Joseph Grundfest in defense of retaining the current no-access default. Grundfest's article, "The SEC's Proposed Proxy Access Rules: Politics, Economics, and the Law," is available at http://ssrn.com/abstract=1491670"--John M. Olin Center for Law, Economics, and Business web site.
Author: United States. Congress. House. Committee on Financial Services Publisher: ISBN: Category : Electronic government information Languages : en Pages : 228
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: Tara Bhandari Publisher: ISBN: Category : Languages : en Pages : 75
Book Description
We study a regulatory change that permitted shareholder proposals to instate proxy access. It generated over 300 proposals and led more than 250 firms to adopt proxy access from 2012 to 2016. The firms expected to benefit most from proxy access have the most positive market reaction to receiving a proposal. However, proposals and adoptions are not concentrated at these firms, instead being common at large, well-governed firms. We provide evidence of the tactics used by management to resist proxy access at firms that stand to benefit, and demonstrate that shareholders oppose proxy access more where they have large holdings.
Author: Reinier Kraakman Publisher: Oxford University Press ISBN: 0191059544 Category : Law Languages : en Pages : 305
Book Description
This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.
Author: Bernard S. Sharfman
Author: Bernard S. Sharfman
Author: Bernard S. Sharfman
Author: Amy L. Goodman
Author: Goodman, Fontenot
Author: 
Author: United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs
Author: United States. Congress. House. Committee on Financial Services
Author: Thomas Stratmann
Author: Tara Bhandari
Author: Reinier Kraakman