The Origin, Development and Limitations of Shareholder Empowerment: An Analysis of the Experiences of the United Kingdom and United States

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Other Title
  • 株主エンパワーメント（shareholder empowerment）の発生、展開、そして内在的制約 : 英米における経験から
  • カブヌシ エンパワーメント(shareholder empowerment)ノ ハッセイ 、 テンカイ 、 ソシテ ナイザイテキ セイヤク : エイベイ ニ オケル ケイケン カラ

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Abstract

Nowadaysa, bundle of regulatory reforms empowering shareholders whose participation in corporate governance had been limited in the past are being adopted in many capitalistic countries. This trend named ‘shareholder empowerment’ originates from the Anglo-American world but has quickly spread to many other countries, including Japan. In order to make these Anglo-American regulatory reforms to accord with Japan’s corporate governance paradigm, this article illustrates the reason that these reforms need to be undertaken in UK and US, by analyzing the historical contexts in which shareholder empowerment has finally been developed into a legal policy to solve the problem of corporate governance reflected in the global financial crisis. This article finds that UK and US have almost same historical contexts of shareholder empowerment, but they walk completely different paths. US enacted federal legislations that enable the shareholder to participate in directors’ compensation deciding and broaden their usage of proxy access, and it seems like the hedge fund activist will be the crucial attribute in US corporate governance reform. On the other hand, UK adopted self-regulatory soft law such as a stewardship code, aiming at encouraging the engagement among traditional institutional investor and investee companies. Based on these differences, this article further explores the constraints of each path, which may limit the effectiveness of shareholder empowerment.

Journal

  • 一橋法学

    一橋法学 20 (1), 473-539, 2021-03-10

    一橋大学大学院法学研究科

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