Corporate Voting And The Proxy Process PDF Download
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| Author | : Stuart Gillan |
| Publisher | : |
| Total Pages | : 44 |
| Release | : 2002 |
| Genre | : |
| ISBN | : |
Download Corporate Voting and the Proxy Process Book in PDF, ePub and Kindle
A rise in shareholder activism and recent changes in the SEC's proxy rules have been accompanied by an increase in shareholders' use of the proxy process. However, because managers have discretion over the design and implementation of the proxy process, issues remain concerning shareholders' ability to initiate change by voting. More generally, we hypothesize that certain features of the institutional and regulatory environment may allow managers to influence shareholder voting turnout and results. To the extent managers may strategically influence votes, they may disenfranchise shareholders and, conceivably, reduce the control rights of shares. We find evidence suggesting that managers control the proxy process and receive a vote-getting advantage from doing so. The results indicate that managers hire proxy solicitors when ballots include nonroutine management or shareholder proposals, and bundle nonroutine management or difficult-to-pass issues with others in joint proposals. It appears that managers also craft proposals so that they are classified as routine, rather than nonroutine, which increases the number of votes cast in support of proposals. We find that routine management proposals received as many as 14.42% more affirmatively cast votes than nonroutine proposals of the same proposal type and as much as 17.25% higher voting turnout. The passage of as many as 5.3% of routine proposals may have been due to their classification as routine rather than nonroutine proposals. Some institutional features, however, appear to constrain managers' ability to gain shareholder votes. Notably, against recommendations from ISS, an advisory service providing voting recommendations to many institutional investors, were associated with 13.63% to 20.56% fewer affirmative votes for management proposals, depending on the specific proposal type.
| Author | : Patrick S. McGurn |
| Publisher | : |
| Total Pages | : 134 |
| Release | : 1989 |
| Genre | : Law |
| ISBN | : |
Download Confidential Proxy Voting Book in PDF, ePub and Kindle
| Author | : Ernst G. Maug |
| Publisher | : |
| Total Pages | : 50 |
| Release | : 2003 |
| Genre | : |
| ISBN | : |
Download How Effective is Proxy Voting? Information Aggregation and Conflict Resolution in Corporate Voting Contests Book in PDF, ePub and Kindle
This paper analyzes the efficiency of shareholder voting as a mechanism to resolve differences of opinion and conflicts of interest among shareholders. Passing a proxy proposal or electing a dissident slate of directors requires the votes of a number of minority blockholders. If they vote strategically, they behave like one representative shareholder who solves a real option problem and is constrained to observe only a subset of all available information. The decision is improved if shareholders are allowed to communicate freely, but this does not overcome the incentive to misrepresent information in the presence of conflicts of interest. Then trading in a public market improves the allocation if two conditions are met: the voting process is not controlled by insiders and the market aggregates information accurately. Better information aggregation may lead to inferior results in insider controlled firms, and noisy information aggregation in the stock market may be worse than none at all. Announcement returns are better understood as option premia rather than wealth effects since positive announcement returns are consistent with proposals that are expected to reduce shareholder value. Empirical implications link the effectiveness of voting to trading volume and stock price volatility. The direction of stock price changes is not consistently related to the voting outcome or the effectiveness of shareholder voting.
| Author | : United States. Congress. House. Committee on Energy and Commerce. Subcommittee on Telecommunications and Finance |
| Publisher | : |
| Total Pages | : 88 |
| Release | : 1989 |
| Genre | : Proxy |
| ISBN | : |
Download Corporate Proxy Voting System Book in PDF, ePub and Kindle
| Author | : United States Government Accountability Office |
| Publisher | : Createspace Independent Publishing Platform |
| Total Pages | : 28 |
| Release | : 2017-09-19 |
| Genre | : |
| ISBN | : 9781976429958 |
Download Corporate Shareholder Meetings Book in PDF, ePub and Kindle
At annual meetings, shareholders of public corporations can vote on various issues (e.g., mergers and acquisitions) through a process called proxy voting. Institutional investors (e.g., mutual funds and pension funds) cast the majority of proxy votes due to their large stock holdings. In recent years, concerns have been raised about a group of about five firms that provide research and recommendations on proxy votes to their institutional investor clients. GAO was asked to report on (1) potential conflicts of interest that may exist with proxy advisory firms and the steps that the Securities and Exchange Commission (SEC) has taken to oversee these firms; (2) the factors that may impede or promote competition within the proxy advisory industry; and (3) institutional investors' use of the firms' services and the firms' potential influence on proxy vote outcomes. GAO reviewed SEC examinations of proxy advisory firms, spoke with industry professionals, and conducted structured interviews
| Author | : United States. Government Accountability Office |
| Publisher | : DIANE Publishing |
| Total Pages | : 26 |
| Release | : 2007 |
| Genre | : Corporate meetings |
| ISBN | : 9781422396926 |
Download Corporate Shareholder Meetings Book in PDF, ePub and Kindle
| Author | : Christian Wilk |
| Publisher | : GRIN Verlag |
| Total Pages | : 81 |
| Release | : 2011-07 |
| Genre | : |
| ISBN | : 3640946758 |
Download Proxy Voting Behavior of Institutional Investors Book in PDF, ePub and Kindle
Bachelor Thesis from the year 2010 in the subject Business economics - Business Management, Corporate Governance, grade: 9.0, Maastricht University, language: English, abstract: This thesis analyzes the voting behavior of the Teachers Insurance and Annuity Association - College Retirement Equities Fund (TIAA-CREF). As one of the largest financial services companies in the United States, with over 426 billion Dollar in combined assets under management as of 31 of March 2010, the fund is using proxy voting as a tool to promote positive returns from their investments. This thesis relies on a database constructed out of SEC N-PX lings over a period of six month. The results indicate that TIAA-CREF only withholds directors their vote in a moderate amount of cases. In addition, the fund voted more often against management at proposals cast by shareholders concerning board structures and shareholder rights than at proposals concerning other corporate governance issues.
| Author | : Andreas Cahn |
| Publisher | : Cambridge University Press |
| Total Pages | : 1095 |
| Release | : 2018-10-04 |
| Genre | : Law |
| ISBN | : 1107186358 |
Download Comparative Company Law Book in PDF, ePub and Kindle
Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
| Author | : J. Robert Brown |
| Publisher | : |
| Total Pages | : 39 |
| Release | : 2016 |
| Genre | : |
| ISBN | : |
Download Protecting Shareholders from Themselves Book in PDF, ePub and Kindle
Corporate governance and the relationship between managers and owners has undergone rapid evolution in recent years. As part of this process, shareholders have obtained greater ability to influence the behavior of the board of directors. In seeking to exert influence, shareholders often do so through the proxy process. The proxy process provides shareholders with a cost effective method of voting without having to physically attend the shareholder meeting. The proxy rules, which are administered by the Securities and Exchange Commission (“SEC”), were drafted in an earlier era when shareholders were less involved in the governance process. As a result, the rules are one-sided and do not adequately reflect the interests of shareholders. The proxy rules contain a number of restrictions and limitations that reduce the voting rights of shareholders. This article examines an example of this phenomena. Under the rules, the execution of a proxy card results in an involuntary transfer of voting authority from shareholders to management in connection with any proposal that comes up at the meeting but does not otherwise appear in the proxy statement. The effect of this transfer is to ensure that any proposal made at the meeting will be defeated. At the same time, the SEC has interpreted the proxy rules to allow companies to omit certain types of proposals from the proxy statement. Proposals can be omitted that address the rotation, ratification or qualification of the outside auditor, issues of significant importance to shareholders. To raise these matters, therefore, shareholders must do so at the meeting. At the same time, however, the proxy rules, through the involuntary transfer of voting rights, ensure that the proposals will be defeated. The article makes the case for a reevaluation of the proxy rules to better reflect the current state of the corporate governance debate. At a minimum, this means repealing restrictions in the rules that limit or reduce the voting rights of shareholders. The article suggests a number of changes to the proxy rules that are needed to accomplish this goal.
| Author | : Stuart Gillan |
| Publisher | : |
| Total Pages | : |
| Release | : 2003 |
| Genre | : |
| ISBN | : |
Download Does Managerial Control of the Proxy Process Disenfranchise Shareholders? Book in PDF, ePub and Kindle
A rise in shareholder activism and recent changes in the SEC's proxy rules have been accompanied by an increase in shareholders' use of the proxy process. However, because of managers' control of the proxy process, issues remain concerning shareholders' ability to initiate change by voting. More generally, we hypothesize that certain features of the institutional and regulatory environment may allow managers to influence shareholder voting turnout and results. To the extent managers may strategically influence votes, they may disenfranchise shareholders and, conceivably, reduce the control rights of shares.We find evidence suggesting that managers hire proxy solicitors when ballots include nonroutine management or shareholder proposals, and bundle nonroutine management or difficult-to-pass issues with others in joint proposals. Managers also appear to craft proposals to be classified as routine to increase the number of votes cast in support of their proposals. We find routine management proposals were associated with increases of 13.55% of affirmatively cast votes. As many as 4.69% of management proposals might not have passed had they been classified nonroutine rather than routine.Some institutional features, however, appear to constrain managers' ability to gain shareholder votes. Notably, against recommendations from ISS, an advisory service providing voting recommendations to many institutional investors, were associated with 13.63% to 20.56% fewer affirmative votes for management proposals, depending on the specific type. Despite this type ofconstraint, however, we find evidence strongly suggesting that managers control the proxy process and receive a vote-getting advantage from doing so.
