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Full-Text Articles in Law
Ask The Smart Money: Shareholder Votes By A "Majority Of The Quality Shareholders", Lawrence A. Cunningham
Ask The Smart Money: Shareholder Votes By A "Majority Of The Quality Shareholders", Lawrence A. Cunningham
GW Law Faculty Publications & Other Works
Corporate directors, shareholders, judges and scholars are on edge. Directors yearn for a certain kind of shareholder, especially one that is patient and focused on the company, as opposed to indexers, who must hold it as part of their basket, or traders, who own fleetingly. Shareholders want a voice, and that patient-focused cohort has the softest one today, crowded out by indexers, like BlackRock, and legions of day traders, like those stalking GameStop. Courts, struggling under the conflicting weight of the business judgment rule and fairness scrutiny, look to shareholder voice as a solution. Yet scholars are troubled by the …
Lessons From Quality Shareholders On Corporate Governance Practice, Research And Scholarship, Lawrence A. Cunningham
Lessons From Quality Shareholders On Corporate Governance Practice, Research And Scholarship, Lawrence A. Cunningham
GW Law Faculty Publications & Other Works
Special Note: This Publication is part of The Quality Shareholder Initiative at the Center for Law, Economics and Finance (C-LEAF), at The George Washington University Law School, Prof. Lawrence A. Cunningham, Faculty Director. This Article presents original data and analysis addressing an understudied force in corporate America: the most patient and focused shareholders. Great attention has been devoted to short-term trading on the one hand and diversified index funds on the other, but scant attention has been focused on long-term concentrated investors. The George Washington University has been redressing this problem through a research initiative focused on such buy-and-hold stock …
Initiative On Quality Shareholders Highlights, Lawrence A. Cunningham
Initiative On Quality Shareholders Highlights, Lawrence A. Cunningham
GW Law Faculty Publications & Other Works
Highlights of a research initiative that formalizes the longstanding intuition that the sorts of shareholders a company attracts influences its performance. Contains lists of the best shareholders in corporate America, measured by long holding periods and high portfolio concentration, and lists of the companies that attract such shareholders in high density. Notes and explains how such shareholders and companies have been prone to outperform rivals. Explores what quality shareholders look for in companies and a dozen of the practices and policies that, evidence shows, companies can use to attract quality shareholders. Includes bibliographic references and suggestions for further research.
Pathway To Minority Shareholder Protection: Derivative Actions In The People's Republic Of China, Donald C. Clarke
Pathway To Minority Shareholder Protection: Derivative Actions In The People's Republic Of China, Donald C. Clarke
GW Law Faculty Publications & Other Works
Using a dataset of Chinese judicial opinions arising in over fifty cases, this paper analyses the development and current implementation of shareholder derivative actions in the courts of the People’s Republic of China (“PRC”), both before and after the derivative lawsuit was explicitly authorized in the PRC’s 2006 Company Law effective January 1, 2006. In addition, we describe the very unique ecology of enterprise organization and corporate governance in modern China, and critique the formal design of the derivative action and offer reform suggestions.
We find the design of the Chinese derivative lawsuit to be, in some respects, innovative and …
The Future Of Shareholder Democracy, Lisa M. Fairfax
The Future Of Shareholder Democracy, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
This Article seeks to ascertain the impact of the Securities and Exchange Commission's rejection in 2007 of a proxy access rule, a rule that would have required corporations to include shareholder-nominated candidates on the ballot. On the one hand, the SEC's rejection appears to be a stunning blow to the shareholders' rights campaign because many shareholders' rights advocates have long considered access to the corporate ballot as the "holy grail" of their campaign for increased shareholder power. On the other hand, some corporate experts maintain that characterizing proxy access as the indispensable ingredient for sufficient shareholder influence fails to appreciate …
Making The Corporation Safe For Shareholder Democracy, Lisa M. Fairfax
Making The Corporation Safe For Shareholder Democracy, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
This article considers the effect that increased shareholder activism may have on non-shareholder corporate stakeholders such as employees and consumers. One of the most outspoken proponents of increased shareholder power has argued that such increased power could have negative repercussions for other corporate stakeholders because it would force directors to focus on profits without regard to other interests. This article critically examines that argument. The article acknowledges that increased shareholder power may benefit some stakeholders more than others, and may have some negative consequences. However, this article demonstrates that shareholders not only have interests that align with other stakeholders, but …
Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa M. Fairfax
Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
Shareholder democracy - efforts to increase shareholder power within the corporation - appears to have come of age, both within the United States and abroad. In the past few years, U.S. shareholders have worked to strengthen their voice within the corporation by seeking to remove perceived impediments to their voting authority. These impediments include classified boards, the plurality standard for board elections, and the inability to nominate directors on the corporation's ballot. Shareholders' efforts have also extended to seeking a voice on the compensation of corporate officers and directors. Advocates of shareholder democracy believe that such efforts are critical to …
Corporations Without Labor: The Politics Of Progressive Corporate Law, Dalia Tsuk Mitchell
Corporations Without Labor: The Politics Of Progressive Corporate Law, Dalia Tsuk Mitchell
GW Law Faculty Publications & Other Works
This article examines how, in the course of the twentieth century, legal scholars and political theorists helped remove the interests of workers (as differentiated from shareholders, officers, and directors) from the core concerns of corporate law and theory. Specifically, the article demonstrates how scholars' conversations about corporate entities and corporate power were influenced by a shared cultural and intellectual objection to Marxist class analysis with its focus on the proletariat. It further explores how the purging of the working class from the scholarly imagination paved a way, first, for the rise of the new classes of managers and owners and …