Shareholder Voice In Corporate Charter Amendments

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Shareholder Voice in Corporate Charter Amendments

Author : Geeyoung Min
Publisher :
ISBN 13 :
Total Pages : 46 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Shareholder Voice in Corporate Charter Amendments by : Geeyoung Min

Download or read book Shareholder Voice in Corporate Charter Amendments written by Geeyoung Min and published by . This book was released on 2019 with total page 46 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 confirm or refute the possibilities of managerial opportunism. Based on hand-collected data on charter amendments of the top 250 U.S. companies over the past twenty-one years, this Article demonstrates that the recent trend of shareholder engagement has enabled them not only to check management-initiated amendments, but also to pressure directors into proposing shareholder-initiated amendments. Concerns over managerial opportunism, however, remain valid, as the data reveal subtle ways in which directors have preempted shareholders' voice with compromised terms. This Article updates our theoretical understanding of corporate charter amendments by reflecting the new dynamic with shareholder engagement, as well as normatively claims that state and federal authorities should secure even-handed procedures so as to give both shareholders and managers a meaningful voice in the charter amendment process.

Corporate Charter Amendments Affecting the Interests of Stockholders in the Property of the Corporation

Author : Arno Cumming Becht
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (281 download)

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Book Synopsis Corporate Charter Amendments Affecting the Interests of Stockholders in the Property of the Corporation by : Arno Cumming Becht

Download or read book Corporate Charter Amendments Affecting the Interests of Stockholders in the Property of the Corporation written by Arno Cumming Becht and published by . This book was released on 1950 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Charter Amendments to be Presented to the Stockholders for Acceptance at a Special Meeting of the Stockholders of the Company Called for July 12, 1949, and a Description and Explanation of the Same

Download Charter Amendments to be Presented to the Stockholders for Acceptance at a Special Meeting of the Stockholders of the Company Called for July 12, 1949, and a Description and Explanation of the Same PDF Online Free

Author : Hartford Electric Light Company
Publisher :
ISBN 13 :
Total Pages : 2 pages
Book Rating : 4.:/5 (887 download)

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Book Synopsis Charter Amendments to be Presented to the Stockholders for Acceptance at a Special Meeting of the Stockholders of the Company Called for July 12, 1949, and a Description and Explanation of the Same by : Hartford Electric Light Company

Download or read book Charter Amendments to be Presented to the Stockholders for Acceptance at a Special Meeting of the Stockholders of the Company Called for July 12, 1949, and a Description and Explanation of the Same written by Hartford Electric Light Company and published by . This book was released on 1949 with total page 2 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Amendments to Corporate Charters Affecting Shareholder's Participations in Earnings and Assets

Author : Alvin Bauman
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (528 download)

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Book Synopsis Amendments to Corporate Charters Affecting Shareholder's Participations in Earnings and Assets by : Alvin Bauman

Download or read book Amendments to Corporate Charters Affecting Shareholder's Participations in Earnings and Assets written by Alvin Bauman and published by . This book was released on 1938 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Corporate Charter Amendments

Author : Arno C. Becht
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (16 download)

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Book Synopsis Corporate Charter Amendments by : Arno C. Becht

Download or read book Corporate Charter Amendments written by Arno C. Becht and published by . This book was released on 1950 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Amendments to Corporate Charters Affecting Shareholder's Participations in Earnings and Assets

Author : Arno Cumming Becht
Publisher :
ISBN 13 :
Total Pages : 192 pages
Book Rating : 4.:/5 (281 download)

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Book Synopsis Amendments to Corporate Charters Affecting Shareholder's Participations in Earnings and Assets by : Arno Cumming Becht

Download or read book Amendments to Corporate Charters Affecting Shareholder's Participations in Earnings and Assets written by Arno Cumming Becht and published by . This book was released on 1938 with total page 192 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Limiting Contractual Freedom in Corporate Law

Author : Lucian A. Bebchuk
Publisher :
ISBN 13 :
Total Pages : 45 pages
Book Rating : 4.:/5 (129 download)

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Book Synopsis Limiting Contractual Freedom in Corporate Law by : Lucian A. Bebchuk

Download or read book Limiting Contractual Freedom in Corporate Law written by Lucian A. Bebchuk and published by . This book was released on 2009 with total page 45 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper takes issue with the increasingly influential view that companies should be completely free to opt out of corporate law rules by adopting appropriate charter provisions. I argue that the contractual view of the corporation, on which supporters of free opting out rely, offers substantial reasons for placing limits on opting out. The analysis focuses on opting out done by charter amendment, after a company has been formed, and highlight the differences between opting out by charter amendment and opting out in the initial charter. Analyzing the informational and collective action problems involved in the charter amendment process, I conclude that the case for placing limits on opt-out amendments is so compelling that even strong believers in free markets should recognize the need for such limits. I also provide criteria for determining the issues with respect to which, and the circumstances under which, opting out by charter amendment should be prohibited or restricted.

Comparative Company Law

Author : Andreas Cahn
Publisher : Cambridge University Press
ISBN 13 : 1107186358
Total Pages : 1095 pages
Book Rating : 4.1/5 (71 download)

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Book Synopsis Comparative Company Law by : Andreas Cahn

Download or read book Comparative Company Law written by Andreas Cahn and published by Cambridge University Press. This book was released on 2018-10-04 with total page 1095 pages. Available in PDF, EPUB and Kindle. Book excerpt: Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

Antitakeover Corporate Charter Amendments and the Market for Corporate Control

Author : Stephen Lawrence Buffo
Publisher :
ISBN 13 :
Total Pages : 122 pages
Book Rating : 4.:/5 (154 download)

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Book Synopsis Antitakeover Corporate Charter Amendments and the Market for Corporate Control by : Stephen Lawrence Buffo

Download or read book Antitakeover Corporate Charter Amendments and the Market for Corporate Control written by Stephen Lawrence Buffo and published by . This book was released on 1986 with total page 122 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Frozen Charters

Author : Scott Hirst
Publisher :
ISBN 13 :
Total Pages : 102 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Frozen Charters by : Scott Hirst

Download or read book Frozen Charters written by Scott Hirst and published by . This book was released on 2017 with total page 102 pages. Available in PDF, EPUB and Kindle. Book excerpt: In 2012, the New York Stock Exchange changed its policies to prevent brokers voting shares on corporate governance proposals where they had not received instructions from beneficial owners. Although the change was intended to protect investors and improve corporate governance, it has had the opposite effect: a significant number of U.S. public companies are no longer able to amend important parts of their corporate charters, despite the support of their boards of directors and overwhelming majorities of shareholders. Their charters are frozen.This paper provides the first empirical and policy analysis of the broker voting change and its significant unintended consequences. I provide empirical evidence that the broker voting change has resulted in the failure of more than fifty charter amendments at U.S. public companies, despite board approval and overwhelming shareholder support, and that hundreds more companies have their charters frozen as a result of the change. These costs substantially outweigh the negligible benefits of the broker voting change. I compare a number of solutions to address these problems, and identify several that would be preferable to the current approach.

The Impact of Antitakeover Charter Amendments on Contests for Corporate Control

Author : John Pound
Publisher : Investor Responsibility
ISBN 13 : 9780931035616
Total Pages : 23 pages
Book Rating : 4.0/5 (356 download)

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Book Synopsis The Impact of Antitakeover Charter Amendments on Contests for Corporate Control by : John Pound

Download or read book The Impact of Antitakeover Charter Amendments on Contests for Corporate Control written by John Pound and published by Investor Responsibility. This book was released on 1985-01-01 with total page 23 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Contractarian Theory and Unilateral Bylaw Amendments

Author : Albert H. Choi
Publisher :
ISBN 13 :
Total Pages : 44 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Contractarian Theory and Unilateral Bylaw Amendments by : Albert H. Choi

Download or read book Contractarian Theory and Unilateral Bylaw Amendments written by Albert H. Choi and published by . This book was released on 2018 with total page 44 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate directors have been utilizing a potent mechanism in dealing with shareholder activism and shareholder litigation: the right to unilaterally amend corporate bylaws. Directors have exercised this right, for instance, to impose various requirements on who can nominate a director or call a special shareholder meeting, or to designate an exclusive forum where the shareholders can bring suit. Based on the theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation, courts have blessed many of the bylaws that directors have unilaterally adopted. This Article examines the contractarian theory by drawing a parallel between amending charters and bylaws on the one hand, and amending contracts on the other; and by comparing the right to unilaterally amend corporate bylaws with the right to unilaterally modify contracts. The Article shows how contract law imposes various limitations on the modifying party's discretion. The Article also compares the standard contractual relationship with that of the shareholders and the corporation more generally and uncovers several important differences that could make shareholders (particularly, minority shareholders) more vulnerable to counterparty (directors' and controlling shareholder's) opportunism. For example, unlike contracting parties who have the right to terminate the contractual relationship or opt out of undesirable modifications, shareholders lack the right of termination or opt-out. As a possible solution, the Article considers various mechanisms, including giving the shareholders the right of optional redemption, more robust disclosure, the right to vote (including the right to elect or replace directors), and subjecting bylaw amendments to more active judicial oversight. The Article suggests that active judicial oversight, through the vigorous application of the proper and equitable purpose test or imposition of good faith and fair dealing obligations, would be better in retaining the desired flexibility and policing directors' and controlling shareholder's opportunism.

Quality Shareholders

Author : Lawrence A. Cunningham
Publisher : Columbia University Press
ISBN 13 : 0231552777
Total Pages : 215 pages
Book Rating : 4.2/5 (315 download)

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Book Synopsis Quality Shareholders by : Lawrence A. Cunningham

Download or read book Quality Shareholders written by Lawrence A. Cunningham and published by Columbia University Press. This book was released on 2020-11-03 with total page 215 pages. Available in PDF, EPUB and Kindle. Book excerpt: Anyone can buy stock in a public company, but not all shareholders are equally committed to a company’s long-term success. In an increasingly fragmented financial world, shareholders’ attitudes toward the companies in which they invest vary widely, from time horizon to conviction. Faced with indexers, short-term traders, and activists, it is more important than ever for businesses to ensure that their shareholders are dedicated to their missions. Today’s companies need “quality shareholders,” as Warren Buffett called those who “load up and stick around,” or buy large stakes and hold for long periods. Lawrence A. Cunningham offers an expert guide to the benefits of attracting and keeping quality shareholders. He demonstrates that a high density of dedicated long-term shareholders results in numerous comparative and competitive advantages for companies and their managers, including a longer runway to execute business strategy and a loyal cohort against adversity. Cunningham explores dozens of corporate practices and policies—such as rational capital allocation, long-term performance metrics, and a shareholder orientation—that can help shape the shareholder base and bring in committed owners. Focusing on the benefits for corporations and their investors, he reveals what draws quality shareholders to certain companies and what it means to have them in an investor base. This book is vital reading for investors, executives, and directors seeking to understand and attract the kind of shareholders that their companies need.

Shareholder Democracy

Author : Lisa M. Fairfax
Publisher :
ISBN 13 : 9781594609190
Total Pages : 0 pages
Book Rating : 4.6/5 (91 download)

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Book Synopsis Shareholder Democracy by : Lisa M. Fairfax

Download or read book Shareholder Democracy written by Lisa M. Fairfax and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book offers a succinct, practical guide for understanding what some have referred to as shareholder democracy--efforts to facilitate and increase shareholder voting power within the corporation. In the past few years there has been a surge in shareholder activism that has had a profound impact on the corporation. Shareholders and other activists have sought to increase shareholders' voting power within the corporation based largely on the belief that increasing shareholder power will increase director and officer accountability, thereby helping to curb corporate misconduct and improve corporate performance. However, there is intense debate regarding whether increased shareholder power can achieve such objectives and whether increased shareholder power will negatively impact the corporation. This book is the first to provide a concise, but comprehensive look at the various ways in which shareholders have sought to enhance their voting power and influence within the corporation. In addition to examining shareholder activism, this book highlights and analyzes the debate regarding the propriety of increased shareholder power. This book also analyzes the impact of recent developments aimed at facilitating shareholder power such as majority voting, say on pay, and proxy access. This book will serve as a useful tool not only for those who desire a straight-forward analysis of shareholder rights and activism, but also for those seeking a reference guide on an issue of growing importance to corporate law and corporate governance.

International Handbook on Shareholders ́ Agreements

Author : Sebastian Mock
Publisher : Walter de Gruyter GmbH & Co KG
ISBN 13 : 3110517027
Total Pages : 692 pages
Book Rating : 4.1/5 (15 download)

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Book Synopsis International Handbook on Shareholders ́ Agreements by : Sebastian Mock

Download or read book International Handbook on Shareholders ́ Agreements written by Sebastian Mock and published by Walter de Gruyter GmbH & Co KG. This book was released on 2018-05-07 with total page 692 pages. Available in PDF, EPUB and Kindle. Book excerpt: Shareholders ́ Agreements have a growing influence on the general understanding of corporate law since they bind not only the shareholders but also affect the constitution of the corporation and can have a severe impact on capital markets. Therefore, Shareholders ́ Agreements are more and more subject to regulation in corporate, capital market and also insolvency law on the national, the European and the international level. This handbook provides a general examination of conceptual questions of Shareholders ́ Agreements and provides an analysis of the regulation of Shareholders ́ Agreements in European and international law and of the national law of more than 20 jurisdictions. Readers will get a general understanding of the theoretical and practical problems involved with Shareholders ́ Agreements and detailed information on the regulation of Shareholders ́ Agreements in several jurisdictions and the applicable law in the case of transnational corporations and cross-border transactions.

Commentaries and Cases on the Law of Business Organization

Author : William T. Allen
Publisher : Aspen Publishing
ISBN 13 : 154383101X
Total Pages : 986 pages
Book Rating : 4.5/5 (438 download)

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Book Synopsis Commentaries and Cases on the Law of Business Organization by : William T. Allen

Download or read book Commentaries and Cases on the Law of Business Organization written by William T. Allen and published by Aspen Publishing. This book was released on 2021-01-31 with total page 986 pages. Available in PDF, EPUB and Kindle. Book excerpt: Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides

The Anatomy of Corporate Law

Author : Reinier H. Kraakman
Publisher : Oxford University Press
ISBN 13 : 019873963X
Total Pages : 305 pages
Book Rating : 4.1/5 (987 download)

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Book Synopsis The Anatomy of Corporate Law by : Reinier H. Kraakman

Download or read book The Anatomy of Corporate Law written by Reinier H. Kraakman and published by Oxford University Press. This book was released on 2017 with total page 305 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.