Tag Archives | Bebchuk

Real-Time Proxy Voting Disclosure - Image from Pensions & Investments

Real-Time Proxy Voting Disclosure Will Drive Competition

Real-time proxy voting disclosure by big funds could drive competition for investments from individual investors and smaller institutional investors with few resources for proxy analysis. Such disclosures would also go a long way in solving problems raised by Delaware Supreme Court Chief Justice Leo E. Strine, Lucian Bebchuk, and the Main Street Investors Coalition regarding potential […]

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Index Funds - Jill Fisch

Jill Fisch: Index Funds Investors Can Switch

Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others.  The following is the central highlight: Our key insight is that although […]

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Shareholder Activism

Shareholder Activism Redux: The Good, Bad and Ugly

It’s impossible to read a newspaper, magazine or blog, or watch the news without hearing about shareholder activism.  It’s an industry unto itself with activist funds, attorneys who represent activists, activist defense lawyers, activist-focused investment bankers, activist conferences, activist newsletters, activist databases, and, of course, there are Messrs. Bebchuk and Lipton. As a former institutional […]

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Quick Reads in Corporate Governance

Time to Move Down the Food Chain With Proxy Proposals How does director voting look so far this year? Eighty percent of directors up for election received over 90% shareholder support. And nine of ten received at least 80% support. Directors of large-cap companies had the highest rate of support, averaging 95% approval. Small cap and […]

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Notable CorpGov Bites

Four articles worth reading are linked below. ProxyMonitor.org, a website sponsored by the Manhattan Institute’s Center for Legal Policy, sheds light on the influence of outside shareholder proposals on publicly traded corporations. Their slant is fairly obvious in their latest Proxy Monitor Report, Fall 2012, but the data is worth reviewing. (more…)

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Support Rulemaking Petition on Corporate Political Spending

A group of ten very prominent corporate and securities law experts submitted a formal rulemaking petition to the SEC last week urging the Commission to develop rules requiring public companies to disclose the use of corporate resources for political activities to shareowners. Please take a few minutes to join with me writing an e-mail to the SEC in […]

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Bebchuk on Airgas

In a major decision issued last week, William Chandler of Delaware’s Court of Chancery ruled that corporate boards may use a “poison pill”—a device designed to block shareholders from considering a takeover bid—for as long a period of time as the board deems warranted. Because Delaware law governs most U.S. publicly traded firms, the decision […]

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Markets Learn

In new empirical research, Alma Cohen, Charles C.Y. Wang, and I show how stock markets have learned to price anti-takeover provisions. This learning by markets has important implications for both managements of publicly traded companies and their investors… while investors can no longer profit by basing their trading decisions on standard anti-takeover provisions, our findings […]

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The False Promise of Pay for Performance

Many, including this reviewer, called Bebchuk and Fried’s Pay without Performance: The Unfulfilled Promise of Executive Compensation the best corporate governance book of 2004. James McConvill’s The False Promise of Pay for Performance: Embracing a Postive Model of the Company Executive, largely a critique of Pay Without Performance, deserves similar attention. Bebchuk and Fried clearly […]

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