Confirmation of shareholders and exercise of shareholder rights

Author(s):  
In-Ho Park
Keyword(s):  
Author(s):  
Leslie Hannah

Historians have struggled to explain how stock markets could develop—with notable vigour in many countries before 1914—before modern shareholder protections were legally mandated. Trust networks among local elites—and/or information signalling to public investors—substituted for legal regulation, but this chapter suggests real limits to such processes. They are especially implausible when applied to giant companies with ownership substantially divorced from control, of which there were many with—nationally and internationally—dispersed shareholdings. In London—the largest pre-1914 securities market—strong supplementary supports for market development were provided by mandatory requirements for transparency and anti-director rights in UK statutory companies and by low new issue fees. There were also stringent London Stock Exchange requirements for other companies wanting the liquidity benefits of official listing. Shareholder rights were similarly achieved in Brazil and other countries and colonies dependent on British capital.


2010 ◽  
Vol 84 (4) ◽  
pp. 773-798 ◽  
Author(s):  
Abe de Jong ◽  
Ailsa Röell ◽  
Gerarda Westerhuis

This study traces the evolution of corporate governance and financing structures in the Netherlands during the second half of the twentieth century. A description of Dutch shareholder rights, fi nancing structures, and networks of directors reveals the changes that have occurred in many aspects of the Dutch corporate system over the course of six decades. The case of Royal Ahold illustrates some of the developments that have taken place. Most indicate a transition from a coordinated market economy to a more liberal system. The internationalization of the Dutch economy, which has played an important role in the transition of the system, is reflected in the expansion of Dutch firms beyond the national borders and in the growing number of foreign investors in Dutch fi rms.


2013 ◽  
Vol 25 (1) ◽  
pp. 199-229 ◽  
Author(s):  
Shane S. Dikolli ◽  
Susan L. Kulp ◽  
Karen L. Sedatole

ABSTRACT We investigate whether boards of directors adjust compensation contracts to lengthen a CEO's decision horizon, and if the use of such contract adjustments depends on the levels of external (i.e., shareholder-based) and internal (i.e., board-based) CEO monitoring. Based on insights from the career-concerns literature, we identify short-horizon CEOs as those nearing retirement, at a firm with a current earnings decline or loss, and/or with an impending job change. We find that firms with a CEO identified as having a short-horizon place greater contract weight on forward-looking information. This horizon-lengthening contract adjustment is less pronounced when there is greater external monitoring (i.e., as proxied by a high level of shareholder rights), consistent with the intuition that increased shareholder rights mitigate CEO entrenchment, leading to less myopic decision making, independent of a contract adjustment. However, we also find that the horizon-lengthening contract adjustment is more pronounced when there is greater internal monitoring (i.e., as proxied by characteristics of the board), consistent with the intuition that increased employment risk from more intense internal monitoring itself creates a demand for increased incentive weights as a means of compensating the CEO for the increased risk. Data Availability: Data used for this study are derived from publicly available databases and proxy statements. JEL Classifications: M52; M41; J33.


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