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Full-Text Articles in Law
Shareholder Voice In Corporate Charter Amendments, Geeyoung Min
Shareholder Voice In Corporate Charter Amendments, Geeyoung Min
Ira M. Millstein Center for Global Markets and Corporate Ownership
State corporate laws require shareholder approval for corporate charter amendments, but only the board of directors has the power to propose how to amend charters. The directors’ exclusive power over charter amendment proposals creates a potential for managerial opportunism by refusing to propose amendments that empower shareholders or by pursuing amendments that favor managers. While shareholder approval can theoretically serve as a check against such opportunism, dispersed shareholders’ rational apathy and collective action problems, can also prevent them from being effective monitors. Prior scholarship has thus viewed charter amendments with suspicion, but there has been no systematic, empirical examination to …
Does "Say On Pay" Work? Lessons On Making Ceo Compensation Accountable, Stephen Davis
Does "Say On Pay" Work? Lessons On Making Ceo Compensation Accountable, Stephen Davis
Ira M. Millstein Center for Global Markets and Corporate Ownership
Based on a review of UK experience, advisory shareowner votes on executive compensation policies (“say on pay”) appear practical for adaptation in North America and other markets. They represent a lever that could strengthen both boards and shareholders in the quest to better align top corporate pay with performance. But they are hardly a panacea on their own. They are likely to spur dialogue between boards and shareholders. However, market parties in the UK—which pioneered the advisory vote concept — remain concerned that boards and investors are each falling short of success in tethering pay to performance. US players may …