Shareholder Activism and the Law: The Future of US Corporate Governance

This book provides a comprehensive framework for contemporary shareholder activism and its implications for US corporate governance. It demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative. It argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance and makes recommendations to soften the current director primacy model.

Format: Paperback / softback
Length: 222 pages
Publication date: 13 December 2021
Publisher: Taylor & Francis Ltd

This comprehensive guide offers a thorough framework for contemporary shareholder activism and its profound implications for US corporate governance, rooted in the director primacy theory. According to this theory, shareholders do not seek to actively participate in the management of the company; however, in exceptional cases where they wish to engage, it is perceived as a transfer of power from the board of directors to shareholders, ultimately hindering the efficiency of centralized decision-making in public corporations. Nevertheless, this book presents a groundbreaking revelation: shareholders do not utilize their power to wrest control from the board, and even some forms of shareholder activism can be collaborative, representing a novel paradigm for US corporate governance.

By monitoring, shareholders continue to make a significant contribution to corporate decision-making, but they also introduce new informational inputs that cannot be obtained under the traditional board model. Consequently, contemporary shareholder activism enhances the boards capacity for decision-making and monitoring, without undermining the economic value of the boards authority. Thus, this book advocates for the inclusion of a comprehensive approach to contemporary shareholder activism within US corporate governance. In doing so, it takes into account not only legal and regulatory developments in the aftermath of the 2007-2008 financial crisis but also governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model, including establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders.

This book will be of immense interest to scholars, policymakers, and practitioners in the field of corporate governance, as it provides valuable insights into the evolving dynamics of shareholder activism and its impact on US corporate governance.

Weight: 450g
Dimension: 156 x 234 x 18 (mm)
ISBN-13: 9780367497576