Hardback
Research Handbook on Shareholder Power
Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Yet, as this Handbook shows, there have been major shifts in capital market structure that require a reassessment of the role and power of shareholders. This book provides a contemporary analysis of shareholder power and considers the regulatory consequences of changing ownership patterns around the world. Leading international scholars in corporate law, governance and financial economics address these central issues from a range of different perspectives including historical, contemporary, legal, economic, political and comparative.
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Critical Acclaim
Contributors
Contents
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Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commissioned contributions by leading scholars in corporate law and financial economics provide a contemporary analysis of shareholder power and consider the regulatory consequences of changing ownership patterns around the world.
The book begins with chapters on shareholder activism by institutional investors, hedge funds, and controlling shareholders. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation. The final section offers a number of international perspectives on shareholder power in Asia, Europe, and the Americas.
Students and scholars of corporate law will value the Handbook’s timely exploration of modern shareholder power as well as its fresh perspective and scope.
The book begins with chapters on shareholder activism by institutional investors, hedge funds, and controlling shareholders. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation. The final section offers a number of international perspectives on shareholder power in Asia, Europe, and the Americas.
Students and scholars of corporate law will value the Handbook’s timely exploration of modern shareholder power as well as its fresh perspective and scope.
Critical Acclaim
‘The most pressing challenge in corporate governance today is figuring out how to modulate the power given to public investors. Too little is harmful, but so is too much. Finding the sweet spot is very tricky. This Research Handbook makes the quest a little easier. It collects in one place a set of thoughtful and provocative essays, authored by leading academic experts from around the world, on a range of topics related to corporate governance and the power of shareholders. Very highly recommended.’
– Jesse Fried, Harvard Law School, US
‘The Research Handbook on Shareholder Power offers a state-of-the-art collection of original essays on the most profound development in corporate governance in recent decades: the growth of shareholder power as against managerial dominance. From the 1960s through at least the mid-1980s one would hear only cries bemoaning shareholder vulnerability. Managers were in control. Today it is at least as common to hear complaints by managers that they are being persecuted by activist shareholders. The reader of the Handbook will come away with an acute understanding of how and why this happened, and how all this reverberates in countries.’
– Donald C. Langevoort, Georgetown University, US
‘Edward Elgar’s Research Handbook on Shareholder Power is an excellent collection of essays by leading scholars in the fields of corporate law and corporate governance. Professors Hill and Thomas are to be commended for delivering this valuable and timely volume on a fascinating and crucial topic.’
– Brian Cheffins, University of Cambridge, UK
‘Overall, this is an excellent high-quality book that engages and challenges us to look at these issues in our own jurisdictions and beyond. It is a valuable addition to all our libraries.’
– International Company and Commercial Law Review
– Jesse Fried, Harvard Law School, US
‘The Research Handbook on Shareholder Power offers a state-of-the-art collection of original essays on the most profound development in corporate governance in recent decades: the growth of shareholder power as against managerial dominance. From the 1960s through at least the mid-1980s one would hear only cries bemoaning shareholder vulnerability. Managers were in control. Today it is at least as common to hear complaints by managers that they are being persecuted by activist shareholders. The reader of the Handbook will come away with an acute understanding of how and why this happened, and how all this reverberates in countries.’
– Donald C. Langevoort, Georgetown University, US
‘Edward Elgar’s Research Handbook on Shareholder Power is an excellent collection of essays by leading scholars in the fields of corporate law and corporate governance. Professors Hill and Thomas are to be commended for delivering this valuable and timely volume on a fascinating and crucial topic.’
– Brian Cheffins, University of Cambridge, UK
‘Overall, this is an excellent high-quality book that engages and challenges us to look at these issues in our own jurisdictions and beyond. It is a valuable addition to all our libraries.’
– International Company and Commercial Law Review
Contributors
Contributors: S. Bainbridge, M. Becht, M. Belcredi, M.M. Blair, J.C. Coates, J.D. Cox, P. Davies, P.H. Edelman, T. Eguchi, L. Enriques, G. Ferrarini, F. Ferri, M. Filippelli, J. Franks, G.S. Geis, R.J. Gilson, J.N. Gordon, E. Gorga, J. Grant, L. Guo, G. Heng, J.G. Hill, K.S. Kim, L.L. Lan, R.W. Masulis, C. Mayer, F. Partnoy, P.K.Pham, E. Pikulina, D. Puchniak, L. Renneboog, W.G. Ringe, Z. Shishido, M.M. Siems, R.S. Thomas, R.B. Thompson, U. Varottil, H. Wells, J. Zein
Contents
Contents:
PART I SHAREHOLDER POWER – THEN AND NOW
1. Shareholder Power In America, 1800-2000: A Short History
Harwell Wells
2. Agency Capitalism: Further Implications of Equity Intermediation
Ronald J. Gilson and Jeffrey N. Gordon
3. Images of the Shareholder – Shareholder Power and Shareholder Powerlessness
Jennifer G. Hill
PART II IMPORTANT SHAREHOLDER CATEGORIES
A. Institutional Investors
4. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance
John C. Coates IV
B. Hedge Funds
5. US Hedge Fund Activism
Frank Partnoy
6. Hedge Fund Activism In Europe: Does Privacy Matter?
Marco Becht, Julian Franks and Jeremy Grant
C. Controlling Shareholders
7. Ownership and Control in Family Business Groups Around The World
Ronald W. Masulis, Peter Kien Pham and Jason Zein
8. The Leximetric Research on Shareholder Protection
Mathias M. Siems
D. The State As Controlling Shareholder
9. Shareholder Rights In China: From Book to Action
Li Guo and Gilbert Heng
PART III OWNERSHIP AND GOVERNANCE: THE EVOLVING RELATIONSHIP BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS
10. Conceiving Corporate Commitment: Creation and Confirmation
Colin Mayer
11. Preserving Director Primacy by Managing Shareholder Interventions
Stephen M. Bainbridge
12. Boards of Directors and Corporate Performance Under a Team Production Model
Margaret M. Blair
13. Independent Directors and Controlling Shareholders Around The World
Guido Ferrarini and Marilena Filippelli
PART IV SHAREHOLDER POWER IN ACTION
14. Serial Takeovers, Large Shareholders, and CEOs’ Equity-based Compensation
Elena Pikulina and Luc Renneboog
15. Say On Pay
Fabrizio Ferri
16. Whose Law Is It?: Battling Over Turf in Shareholder Litigation
James D. Cox
PART V INTERNATIONAL PERSPECTIVES ON SHAREHOLDER POWER
A. Europe
17. Shareholders in the United Kingdom
Paul Davies
18. Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: The Case of Italy
Massimo Belcredi and Luca Enriques
19. Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG
Wolf-Georg Ringe
B. USA and South America
20. The Power of Shareholders in the United States
Robert B. Thompson
21. The Theory and Practice of Corporate Voting at US Public Companies
Randall S. Thomas and Paul H. Edelman
22. Corporate Control and Governance After a Decade From “Novo Mercado”: Changes in Ownership Structures and Shareholder Power in Brazil
Érica Gorga
C. Asia
23. Multiple Faces of Shareholder Power in Asia: Complexity Revealed
Dan W. Puchniak
24. Dynamics of Shareholder Power in Korea
Kon Sik Kim
25. The Future of Japanese Corporate Governance: Japan’s Internal Governance and Development of Japanese-Style External Governance Through Engagement
Takaaki Eguchi and Zenichi Shishido
26. Shareholder Empowerment in Controlled Companies: The Case of Singapore
Luh Luh Lan and Umakanth Varottil
27. Shareholder Power in India
George S. Geis
Index
PART I SHAREHOLDER POWER – THEN AND NOW
1. Shareholder Power In America, 1800-2000: A Short History
Harwell Wells
2. Agency Capitalism: Further Implications of Equity Intermediation
Ronald J. Gilson and Jeffrey N. Gordon
3. Images of the Shareholder – Shareholder Power and Shareholder Powerlessness
Jennifer G. Hill
PART II IMPORTANT SHAREHOLDER CATEGORIES
A. Institutional Investors
4. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance
John C. Coates IV
B. Hedge Funds
5. US Hedge Fund Activism
Frank Partnoy
6. Hedge Fund Activism In Europe: Does Privacy Matter?
Marco Becht, Julian Franks and Jeremy Grant
C. Controlling Shareholders
7. Ownership and Control in Family Business Groups Around The World
Ronald W. Masulis, Peter Kien Pham and Jason Zein
8. The Leximetric Research on Shareholder Protection
Mathias M. Siems
D. The State As Controlling Shareholder
9. Shareholder Rights In China: From Book to Action
Li Guo and Gilbert Heng
PART III OWNERSHIP AND GOVERNANCE: THE EVOLVING RELATIONSHIP BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS
10. Conceiving Corporate Commitment: Creation and Confirmation
Colin Mayer
11. Preserving Director Primacy by Managing Shareholder Interventions
Stephen M. Bainbridge
12. Boards of Directors and Corporate Performance Under a Team Production Model
Margaret M. Blair
13. Independent Directors and Controlling Shareholders Around The World
Guido Ferrarini and Marilena Filippelli
PART IV SHAREHOLDER POWER IN ACTION
14. Serial Takeovers, Large Shareholders, and CEOs’ Equity-based Compensation
Elena Pikulina and Luc Renneboog
15. Say On Pay
Fabrizio Ferri
16. Whose Law Is It?: Battling Over Turf in Shareholder Litigation
James D. Cox
PART V INTERNATIONAL PERSPECTIVES ON SHAREHOLDER POWER
A. Europe
17. Shareholders in the United Kingdom
Paul Davies
18. Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: The Case of Italy
Massimo Belcredi and Luca Enriques
19. Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG
Wolf-Georg Ringe
B. USA and South America
20. The Power of Shareholders in the United States
Robert B. Thompson
21. The Theory and Practice of Corporate Voting at US Public Companies
Randall S. Thomas and Paul H. Edelman
22. Corporate Control and Governance After a Decade From “Novo Mercado”: Changes in Ownership Structures and Shareholder Power in Brazil
Érica Gorga
C. Asia
23. Multiple Faces of Shareholder Power in Asia: Complexity Revealed
Dan W. Puchniak
24. Dynamics of Shareholder Power in Korea
Kon Sik Kim
25. The Future of Japanese Corporate Governance: Japan’s Internal Governance and Development of Japanese-Style External Governance Through Engagement
Takaaki Eguchi and Zenichi Shishido
26. Shareholder Empowerment in Controlled Companies: The Case of Singapore
Luh Luh Lan and Umakanth Varottil
27. Shareholder Power in India
George S. Geis
Index
