This paper builds on the wide-ranging policy discussion on shareholder activism in Europe. It seeks to define which shareholder actions are useful in reducing managerial agency costs and which could be interpreted as frivolous or abusive. We develop a typology, comprising of a number of Abuse...

In the past few years, there has been a dramatic increase in shareholder support for proposals on political, environmental, ethical, and social issues, from climate change and employee diversity to animal welfare and corporate political spending (“social proposals”). But why do investors in...

In his critique of the legal aspects of my book Prosperity: Better Business Makes the Greater Good, Paul Davies raises five objections. These are: (a) the inclusion of social or communal elements in mandatory business purpose statements; (b) the assertion that the envisaged adoption of purpose...

Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders (“roving controllers”) loot all (or substantially all) corporate...

Core institutions of UK corporate governance, in particular those relating to takeovers, board structure and directors' duties, are strongly orientated towards a norm of shareholder primacy. Beyond the core, in particular at the intersection of insolvency and employment law, stakeholder...

Corporations play a crucial role in achieving a sustainable world. In achieving corporate sustainability, the current regulatory frameworks generally emphasize the role of the corporate board, but today's media suggest that institutional investors are becoming more involved. In this study, we...

This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...

We analyze a hand-collected dataset of 1682 executive compensation packages at 34 firms included in the main German stock market index (DAX) for the years 2009-2017 in order to investigate the impact of the 2009 say on pay legislation. The findings provide important insights beyond the German...

I analyze the allocation of the power to decide on hostile takeovers between directors and shareholders. My contribution is to show who actually has power in a takeover and what factors are at work to give such power. Although directors are traditionally considered to be in charge in deciding...

Independent directors are an important feature of modern corporate law. Courts and lawmakers around the world increasingly rely on these directors to protect investors from controlling shareholder opportunism. In this Article, we argue that the existing director-election regime significantly...