Shareholder activism and the law : the future of US corporate governance
著者
書誌事項
Shareholder activism and the law : the future of US corporate governance
（Routledge research in corporate law）
Routledge, 2020
- : hbk
大学図書館所蔵 件 / 全9件
-
該当する所蔵館はありません
- すべての絞り込み条件を解除する
注記
Based on author's thesis (Ph.D. - University of Edinburgh, 2018) issued under title: The evolving role of shareholders and the future of director primacy theory
Includes bibliographical references (p. [182]-214) and index
内容説明・目次
内容説明
This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory.
Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board's decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007-2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders.
The book will be of interest to academics and students of corporate governance, both in the US and internationally.
目次
1 Introduction 2 Corporate Governance: Framework and Control Mechanisms 3 Theoretical Aspects of Shareholder Activism 4 The Landscape of Institutional Shareholders 5 Shareholder Activism in US Corporate Governance 6 Accommodating Shareholder Activism in the US System of Corporate Governance 7 Conclusion
「Nielsen BookData」 より