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- Corporations (4)
- Business and Law (2)
- Accounting (1)
- Adolf Berle (1)
- Agency costs (1)
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- Agency theory (1)
- Capitalism (1)
- Corporate finance (1)
- Corporate governance (1)
- Economics (1)
- Empirical findings (1)
- Gardiner Means (1)
- Influence on proxy voting (1)
- Intermediation between ownership and control (1)
- Legal History (1)
- Proxy votes by shareholders (1)
- Securities Law (1)
- Securities regulation (1)
- Shareholder primacy (1)
Articles 1 - 6 of 6
Full-Text Articles in Securities Law
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
All Faculty Scholarship
The Modern Corporation and Private Property highlighted the evolving separation of ownership and control in the public corporation and the effects of that separation on the allocation of power within the corporation. This essay explores the implications of intermediation for those themes. The article observes that intermediation, by decoupling economic ownership and decision-making authority within the shareholder, creates a second layer of agency issues beyond those identified by Berle and Means. These agency issues are an important consideration in the current debate over shareholder empowerment. The article concludes by considering the hypothetical shareholder construct implicit in the Berle and Means …
Tracking Berle's Footsteps: The Trail Of The Modern Corporation's Law Chapter, William W. Bratton, Michael L. Wachter
Tracking Berle's Footsteps: The Trail Of The Modern Corporation's Law Chapter, William W. Bratton, Michael L. Wachter
All Faculty Scholarship
No abstract provided.
The Power Of Proxy Advisors: Myth Or Reality?, Stephen Choi, Jill E. Fisch, Marcel Kahan
The Power Of Proxy Advisors: Myth Or Reality?, Stephen Choi, Jill E. Fisch, Marcel Kahan
All Faculty Scholarship
Recent regulatory changes increasing shareholder voting authority have focused attention on the role of proxy advisors. In particular, greater shareholder empowerment raises the question of how much proxy advisors influence voting outcomes.
This Article analyzes the significance of voting recommendations issued by four proxy advisory firms in connection with uncontested director elections. We find, consistent with press reports, that Institutional Shareholder Services (ISS) is the most powerful proxy advisor and that, of the others, only Glass, Lewis & Co. seems to have a meaningful impact on shareholder voting. This Article also attempts to measure the impact of voting recommendations on …
Lyondell: A Note Of Approbation, William W. Bratton
Lyondell: A Note Of Approbation, William W. Bratton
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No abstract provided.
Heedless Globalism: The Sec's Roadmap To Accounting Convergence, William W. Bratton
Heedless Globalism: The Sec's Roadmap To Accounting Convergence, William W. Bratton
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The Securities Exchange Commission (SEC) has introduced a "Roadmap" that describes a process leading to mandatory use of International Financial Reporting Standards (IFRS) by domestic issuers by 2014. The SEC justifies this initiative on the grounds that global standardization yields cost savings and an ultimate gain in comparability, facilitating the search for global opportunities by u.s. investors and making u.s. capital markets more attractive to foreign issuers. This Article shows that the offered justification is inadequate. The SEC frames the matter as a choice between two institutional frameworks for standard setting, holding out high quality sets of standards, asking which …
The Case Against Shareholder Empowerment, William W. Bratton, Michael L. Wachter
The Case Against Shareholder Empowerment, William W. Bratton, Michael L. Wachter
All Faculty Scholarship
No abstract provided.