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Research Handbook on Shareholder Power

Research Handbook on Shareholder Power

Author: Randall S. Thomas
Publisher: Edward Elgar Publishing
ISBN: 9781782546849
Published In: July 2015
Format: Hardback , 656 pages
Jurisdiction: International ? Disclaimer:
Countri(es) stated herein are used as reference only

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Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commissioned contributions by leading scholars in corporate law and financial economics provide a contemporary analysis of shareholder power and consider the regulatory consequences of changing ownership patterns around the world.

The book begins with chapters on shareholder activism by institutional investors, hedge funds, and controlling shareholders. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation. The final section offers a number of international perspectives on shareholder power in Asia, Europe, and the Americas.

Students and scholars of corporate law will value the Handbook’s timely exploration of modern shareholder power as well as its fresh perspective and scope.

PART I SHAREHOLDER POWER – THEN AND NOW

1. Shareholder Power In America, 1800-2000: A Short History

Harwell Wells

2. Agency Capitalism: Further Implications of Equity Intermediation

Ronald J. Gilson and Jeffrey N. Gordon

3. Images of the Shareholder – Shareholder Power and Shareholder Powerlessness

Jennifer G. Hill

PART II IMPORTANT SHAREHOLDER CATEGORIES

A. Institutional Investors

4. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance

John C. Coates IV

B. Hedge Funds

5. US Hedge Fund Activism

Frank Partnoy

6. Hedge Fund Activism In Europe: Does Privacy Matter?

Marco Becht, Julian Franks and Jeremy Grant

C. Controlling Shareholders

7. Ownership and Control in Family Business Groups Around The World

Ronald W. Masulis, Peter Kien Pham and Jason Zein

8. The Leximetric Research on Shareholder Protection

Mathias M. Siems

D. The State As Controlling Shareholder

9. Shareholder Rights In China: From Book to Action

Li Guo and Gilbert Heng

PART III OWNERSHIP AND GOVERNANCE: THE EVOLVING RELATIONSHIP BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS

10. Conceiving Corporate Commitment: Creation and Confirmation

Colin Mayer

11. Preserving Director Primacy by Managing Shareholder Interventions

Stephen M. Bainbridge

12. Boards of Directors and Corporate Performance Under a Team Production Model

Margaret M. Blair

13. Independent Directors and Controlling Shareholders Around The World

Guido Ferrarini and Marilena Filippelli

PART IV SHAREHOLDER POWER IN ACTION

14. Serial Takeovers, Large Shareholders, and CEOs’ Equity-based Compensation

Elena Pikulina and Luc Renneboog

15. Say On Pay

Fabrizio Ferri

16. Whose Law Is It?: Battling Over Turf in Shareholder Litigation

James D. Cox

PART V INTERNATIONAL PERSPECTIVES ON SHAREHOLDER POWER

A. Europe

17. Shareholders in the United Kingdom

Paul Davies

18. Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: The Case of Italy

Massimo Belcredi and Luca Enriques

19. Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG

Wolf-Georg Ringe

B. USA and South America

20. The Power of Shareholders in the United States

Robert B. Thompson

21. The Theory and Practice of Corporate Voting at US Public Companies

Randall S. Thomas and Paul H. Edelman

22. Corporate Control and Governance After a Decade From “Novo Mercado”: Changes in Ownership Structures and Shareholder Power in Brazil

Érica Gorga

C. Asia

23. Multiple Faces of Shareholder Power in Asia: Complexity Revealed

Dan W. Puchniak

24. Dynamics of Shareholder Power in Korea

Kon Sik Kim

25. The Future of Japanese Corporate Governance: Japan’s Internal Governance and Development of Japanese-Style External Governance Through Engagement

Takaaki Eguchi and Zenichi Shishido

26. Shareholder Empowerment in Controlled Companies: The Case of Singapore

Luh Luh Lan and Umakanth Varottil

27. Shareholder Power in India

George S. Geis

Index

Edited by Jennifer G. Hill, Professor of Corporate Law, Sydney Law School, University of Sydney, Australia and Randall S. Thomas, John S. Beasley II Professor of Law and Business, Vanderbilt University Law School, US