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Who Calls The Shots?: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan
Who Calls The Shots?: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan
All Faculty Scholarship
Shareholder voting has become an increasingly important focus of corporate governance, and mutual funds control a substantial percentage of shareholder voting power. The manner in which mutual funds exercise that power, however, is poorly understood. In particular, because neither mutual funds nor their advisors are beneficial owners of their portfolio holdings, there is concern that mutual fund voting may be uninformed or tainted by conflicts of interest. These concerns, if true, hamper the potential effectiveness of regulatory reforms such as proxy access and say on pay. This article analyzes mutual fund voting decisions in uncontested director elections. We find that …
Shareholders And Social Welfare, William W. Bratton, Michael L. Wachter
Shareholders And Social Welfare, William W. Bratton, Michael L. Wachter
All Faculty Scholarship
This article addresses the question whether (and how) the shareholders matter for social welfare. Answers to the question have changed over time. Observers in the mid-twentieth century believed that the socio-economic characteristics of real world shareholders were highly pertinent to social welfare inquiries. But they went on to conclude that there followed no justification for catering to shareholder interest, for shareholders occupied elite social strata. The answer changed during the twentieth century’s closing decades, when observers came to accord the shareholder interest a key structural role in the enhancement of economic efficiency even as they also deemed irrelevant the characteristics …
A Changing Mosaic In Sec Regulation And Enforcement: Broker-Dealers And Investment Advisers, Douglas M. Branson
A Changing Mosaic In Sec Regulation And Enforcement: Broker-Dealers And Investment Advisers, Douglas M. Branson
Articles
The 2010 Dodd-Frank Act directed the SEC to study the issue of whether the Commission should, by regulation, decree broker-dealers (“registered representatives”) subject to the same fiduciary standards applicable to investment advisers, applicable at least since SEC v. Capital Gains Research Bureau, 385 U.S. 180 (1963). The SEC completed such a study in 2011, predictably recommending that the Commission exercise the authority Dodd-Frank had given it, namely, waving its wand, declaring brokers fiduciaries. Many able academics and regulators have adumbrated the pros and the cons of such a regulatory step. To date, however, the SEC has done nothing, undoubtedly …