We propose a novel way to give mutual funds' investors a voice, an alternative to the pass-through voting large mutual funds companies are starting to implement. Based on the experience of citizen assemblies in the political sphere, we propose allocating the power to decide how to cast mutual...

We provide a general framework for analyzing shareholder rights in control transactions. When dispersed shareholders have only their statutory rights to vote on the transaction and to appraisal, their inability to make counteroffers leaves them vulnerable to low-ball offers. We show that...

Der Siegeszug von Indexfonds stellt eine Herausforderung für die Corporate Governance von Publikumsgesellschaften dar. Auf Basis umfangreicher eigener Datenauswertungen dokumentiert die Arbeit zunächst den Bedeutungsgewinn passiver Vermögensverwalter in den Beteiligungsstrukturen....

The default rules of corporate law make shareholders’ control rights a function of their voting power. Whether a director is elected or a merger is approved depends on how shareholders vote. Yet, in private corporations, shareholders routinely alter their rights by contract. This phenomenon of...

We study when firms choose to install boards and their roles in a historical setting where neither boards nor their duties are mandated by law. Boards arise in firms with large, heterogenous shareholder bases. We propose that an important role of boards is to mediate between heterogenous...

Shareholder litigation has long played a central but highly controversial role in American corporate governance. In 2014, the Delaware Supreme Court took a step that had the potential to reduce the amount of such litigation dramatically. In its landmark ATP Tour, Inc. v. Deutscher Tennis Bund...

‘Shareholder rights' are the legal entitlements of shareholders via-a-vis companies in which they invest. A large body of research has sought to investigate how shareholder rights foster accountability of controllers. The concern has been that without accountability, managers and dominant...

Firms in the same networks tend to have similar corporate governance practices. However, it is difficult to disentangle peer effects, where governance practices propagate from one firm to another, from selection effects, where firms with similar governance preferences self-select into linked...

This paper examines Citizens United in light of Delaware Corporate Governance Law. One aspect of that case, and the campaign finance cases generally, is the association rights of shareholders. That is, the ability of shareholders to prevent corporate funds (that they are the owners of) to...

Firms in the same networks tend to have similar corporate governance practices. However, it is difficult to disentangle peer effects, where governance practices propagate from one firm to another, from selection effects, where firms with similar governance preferences self-select into linked...

All over the world, companies play an important role in the economy. Different types of stakeholders hold the reins in these companies. An important class are the shareholders that finance the activities of these companies. In return, stakeholders have a say on how these companies should be...

One of the measures foreseen in the Shareholder Rights Directive for enhancement of the rights of shareholders is the regulation of draft resolutions. The article addresses the central question of whether the extent of the implementation of the requirements regulating draft resolutions and their...

Firms in the same networks tend to have similar corporate governance practices. However, it is difficult to disentangle peer effects, where governance practices propagate from one firm to another, from selection effects, where firms with similar governance preferences self-select into linked...

Firms in the same networks tend to have similar corporate governance practices. However, it is difficult to distinguish between peer effects, where governance practices propagate from one firm to another, and selection effects, where firms with similar governance preferences self-select into...

This article examines the effect of multiple large shareholders (MLS) on debt choice. Using a sample of 654 French listed firms over the period 1998-2013, we find that reliance on bank debt increases with the presence and voting power of MLS. This result is robust to endogeneity concerns and to...

This paper supports the objective of the proposed revision of the Shareholder Rights Directive (Directive 2007/36/EC), that is, to contribute to the long-term sustainability of EU companies. However, it expresses concern that the measures being considered will not achieve their intended purpose,...

Die ökonomische Bedeutung der Organhaftung im nationalen Aktienrecht -- Der Einfluss von D&O-Versicherungen auf die Organhaftung -- Die materiell-rechtliche Organhaftung de lege lata -- Das Haftungsdurchsetzungsdefizit, seine Ursachen und die Konsequenzen -- Die Reform der Aktionärsklage als...

Corporate governance frameworks in the Middle East and North Africa region have undergone a substantial evolution in the past decade. Better enforcement of corporate governance rules and regulations has in the past three years emerged as both a policy challenge and a priority for the region....

We use events related to a proxy access rule passed by the SEC in 2010 (but never implemented) as natural experiments to study the valuation effects of exogenous changes in the degree of shareholder control. We find that increases (decreases) in perceived control have positive (negative)...

Since the early 1980s, governments worldwide have taken many measures to expand the role of markets. Recent political events reflect widespread disenchantment with neoliberal policies, but it remains doubtful whether populist leaders will deliver the market restraints that many of their voters...

This paper provides evidence of informed trading before and after a rights issue. First, we find significant net buying and selling activity by informed traders prior to the announcement date leading to a temporary price pressure effect. Even though those results are consistent with the presence...

In a sample of 22,374 firms from 35 countries, we examine the role of creditor rights, shareholder rights, and corporate governance in determining corporate dividend policy. We find that, while all three variables play a significant role in determining both the likelihood and the dividend...

The short term and long term stock price volatility changes around bonus and rights issue announcements have been examined using historical volatility estimation and time varying volatility approach. The results show that the historical volatility has increased after bonus and rights issue...

Shareholder liability was once discussed only in terms of liability for the debts of the corporation in which the shareholders hold interest. That is now a shifting scene, influenced in the main by the emergence of shareholder activism and derivative litigation, with its attendant increase of...