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The new European shareholder rights directive: removing barriers and creating opportunities for more shareholder activism and democracy

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Abstract

Shareholder activism has increased within the last years. Traditionally, minority shareholders voted by their feet if they disagreed with managements actions. However, this has certainly changed due to the development of Internet based technologies as well as the emergence of hedge funds and other active institutional investors. As a consequence, listed firms’ costs of communicating with investors globally have increased, specifically the budget of investor relation departments. The EU Commission has recently issued a Directive on shareholders rights which will become part of European Law next year recognizing that cross-border voting should be solved as a matter of urgency. This article analyses the nature of shareholder activism in the light of the new Directive arguing that the Directive is only the first step in a legal process that is expected to substantially increase shareholders′ rights in the coming years. The article also presents the notion of shareholder democracy that is crucially dependent on active minority shareholders. It is argued that the notion of shareholder democracy may serve as guidance for how future legislation should be designed.

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References

  • Akhigbe, A., Madura, J., & Tucker, A. L. (1997). Long-term valuation effects of shareholder activism. Applied Financial Economics, 7, 567–573.

    Article  Google Scholar 

  • Becht, M., Franks, J., Mayer, C., & Rossi, S. (2008). Returns to shareholder activism. Evidence from a clinical study of the hermes U.K. Focus Fund, London Business School, Finance Working Paper No. 462 and forthcoming in the Review of Financial Studies, also presented at the EFMA conference on Corporate Governance and Shareholder Activism.

  • Begelli, M., Mehrotra, V., & Rau, R. (2008). Expropriation, unification and corporate governance in Italy, Working Paper July, Krannert Graduate School of Business, Purdue University.

  • Bengtsson, E. (2007). Organisation approaches to corporate governance: An empirical study on shareholder activism. International Journal of Business Governance and Ethics, 3(3), 238–249.

    Article  Google Scholar 

  • Blair, M. M. (1995). Ownership and control. Rethinking corporate governance for the twenty first Century. Brookings.

  • Brav, A., Jiang, W., Partnoy, F., & Thomas, R. (2007). Hedge fund activism, Corporate Governance, and Firm Performance. ECGI Working Paper No. 139.

  • BusinessEurope Position Paper, Commission Proposal for a Directive on Shareholders Rights, 20 June 2006.

  • Commission of the European Communities. (2006). Impact Assessment, Brussels 17.02. 2006. SEC (2006) 181.

  • Commission of the European Communities. (2007). Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies.

  • Dasgupta, S., & Nanda, V. (1997). Tender offers, proxy contests, and large-shareholder activism. Journal of Economics and Management Strategy, 6(4), 787–820.

    Article  Google Scholar 

  • Freshfields Bruckhaus Deringer. (2006). EU Commission draft directive on shareholders rights, January.

  • Girard, C. (2009). Comperative study of successful French and Anglo-Saxon Shareholder Activism, Working Paper, Audencia-Nantes School of Mangement.

  • Goergen, M., Renneboog, M., & Zhang, L. D. R. (2008). Do UK institutional shareholders monitor their investee firms? Tilburg University, Center for Economic Research, Discussion Paper 2008-38A.

  • Guo, R.-J., Kruse, T. A., & Nohel, T. (2008). Undoing the powerful anti-takeover force of staggered boards. Journal of Corporate Finance, 14, 274–288.

    Article  Google Scholar 

  • Hansen, J. L. (2006). Nordic Company Law, DJØF Publishing 2006.

  • Hu, H. T. C., & Black, B. (2006). Empty voting and hidden (Morphable) ownership: Taxonomy, implications, and reforms. The Business Lawyer, 61(3), 1011–1070.

    Google Scholar 

  • Kahan, M., & Rock, E. B. (2006). Hedge funds in Corporate Governance and Corporate Control, forthcoming in the University of Pennsylvania Law Review.

  • Klein, A., & Zur, E. (2009). Entrepreneurial shareholder activism: Hedge funds and other private investors. Journal of Finance, 64(1), 187–229.

    Article  Google Scholar 

  • Monks, R., & Minow, N. (2001). Corporate governance (2nd ed.). London: Blackwell.

    Google Scholar 

  • Nelson, J. M. (2006). The “CalPERS” effect revisited again. Journal of Corporate Finance, 12, 187–213.

    Article  Google Scholar 

  • Roberts, J., Sanderson, P., Hendry, P., & Barker, R. (2004). Responsible ownership, shareholder value the new shareholder activism. ESRC Centre for Business Research Working Paper.

  • Rose, C. (2003). Impact of Investor Meetings/presentations on Share Prices, Insider Trading and Securities Regulation. International Review of Law and Economics, 23(3), 1–11.

    Google Scholar 

  • Rose, C. (2008). A Critical Analysis of the “one share—one vote” controversy. International Journal of Disclosure and Governance, 5(2), 126–140.

    Article  Google Scholar 

  • Ruiz-Verdú, P. (2008). Corporate governance when managers set their own pay. European Financial Management, 14(5), 921–943.

    Article  Google Scholar 

  • Sapp, S. G. (2007). The impact of corporate governance on executive compensations, Working Paper, Richard Ivey School of Business, The University of Western Ontario.

  • Schwab, S. J., & Thomas, R. S. (1998). Realigning corporate governance: Shareholder activism by labor unions. Michigan Law Review, 96(4), 1088–1095.

    Article  Google Scholar 

  • Svendsen, G. (2003). The political economy of the European Union: Institutions, policy and economic growth.

  • Treutlein, D. (2007). What Actually Happens to EU Directives in the Member States.

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Acknowledgments

I am grateful for useful comments by three anonymous referees.

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Correspondence to Caspar Rose.

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Rose, C. The new European shareholder rights directive: removing barriers and creating opportunities for more shareholder activism and democracy. J Manag Gov 16, 269–284 (2012). https://doi.org/10.1007/s10997-010-9140-7

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  • DOI: https://doi.org/10.1007/s10997-010-9140-7

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