This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory.
Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book 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, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board’s decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007–2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: 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.
The book will be of interest to academics and students of corporate governance, both in the US and internationally.
Table of Contents
1 Introduction 2 Corporate Governance: Framework and Control Mechanisms 3 Theoretical Aspects of Shareholder Activism 4 The Landscape of Institutional Shareholders 5 Shareholder Activism in US Corporate Governance 6 Accommodating Shareholder Activism in the US System of Corporate Governance 7 Conclusion
Ekrem Solak is an Asst Prof Dr in the Department of Corporate and Commercial Law at İstanbul Medeniyet University School of Law. He earned his Bachelor of Laws from Yeditepe Law School. He holds an LLM in corporate and commercial law from Queen Mary University of London School of Law. He completed his PhD at the University of Edinburgh in 2018; his thesis was titled 'The Evolving Role of Shareholders and the Future of Director Primacy Theory'. His research interests include company law, commercial law, capital market law, and international commercial law.