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Series:   Elements in Corporate Governance

The Rhetoric and Reality of Shareholder Democracy and Hedge-Fund Activism

Published online by Cambridge University Press:  05 December 2024

Jan-Sup Shin
Jan-Sup Shin
Affiliation:
National University of Singapore

Summary

This Element investigates the historical and systemic roots of hedge-fund activism. It argues that the spirit of the New Deal financial regulations was subverted in the 1980s and 1990s in the name of shareholder democracy and opened the door for the rise of hedge-fund activism. It analyzes the effects of regulatory reforms including the introduction of compulsory voting by institutional investors, proxy-voting rule changes that greatly facilitated aggregation of the proxy votes of institutional investors, and rules that allow hedge funds to draw effectively limitless alternative investments from institutional investors. This Element also evaluates the recent empirical research on hedge-fund activism and explains why shareholder activism has gone awry. It argues that the regulatory changes created a large vacuum in the arena of corporate voting that hedge-fund activists can effectively exploit for their own profits. It concludes with policy proposals for rebuilding the proxy-voting and engagement system.
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Keywords

shareholder democracyhedge-fund activismproxy rulesvalue creation and extractionproxy advisory firms
Type
Element
Information
Series: Elements in Corporate Governance
Online ISBN: 9781009576444
Publisher: Cambridge University Press
Print publication: 09 January 2025

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References

Ahuja, Maneet (2012), The Alpha Masters, John Wiley.Google Scholar
Ayres, Robert and Olenick, Michael (2017), “Secular Stagnation (or Corporate Suicide?),” Insead Working Paper, https://ruayres.wordpress.com/2017/07/11/secular-stagnation-or-corporate-suicide/.Google Scholar
Bainbridge, Stephen M. (2005), “Shareholder Activism and Institutional Investors,” UCLA School of Law, Law-Econ Research Paper 05–20, https://papers.ssrn.com/sol3/papers.cfm?abstract_id=796227.Google Scholar
Bebchuk, Lucian and Hirst, Scott (2019), “Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy,” Columbia Law Review 119(8): 2029–2146.Google Scholar
Bebchuk, Lucian, Brav, Alon and Jiang, Wei (2015), “The Long-Term Effects of Hedge-Fund Activism,” Columbia Law Review 115(5): 1085–1155.Google Scholar
Marco, Becht, Franks, Julian, Grant, Jeremy and Wagner, Hammes F. (2017), “Returns to Hedge Fund Activism: An International Study,” The Review of Financial Studies 30(9): 2933–2971.Google Scholar
Berle, Adolf A. and Means, Gardiner C. (1932), Modern Corporation and Private Property, MacMillan.Google Scholar
Bethel, Jennifer E. and Gillan, Stuart L. (2002), “The Impact of the Institutional and Regulatory Environment on Shareholder Voting,” Financial Management 31(4): 29–54.CrossRefGoogle Scholar
Bew, Robyn and Fields, Richard (2012), “Voting Decisions at US Mutual Funds: How Investors Really Use Proxy Advisers,” https://ssrn.com/abstract=2084231.CrossRefGoogle Scholar
Bhagat, Sanjai, Black, Bernard and Blair, Margaret (2004), “Relational Investing and Firm Performance,” Journal of Financial Research 27(1): 1–30.CrossRefGoogle Scholar
Biggs, John H. (2005), Keynote Speech, Institutional Investors as Owners Conference at the Stern School of Business, New York University (NYU).Google Scholar
Birch, Sarah (2009), Full Participation: A Comparative Study of Compulsory Voting, Manchester University Press.CrossRefGoogle Scholar
Blair, Margaret (1995), Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century, The Brookings Institution.Google Scholar
Blair, Margaret (2003a), Corporate Governance and Capital Flows in a Global Economy, Oxford University Press.Google Scholar
Blair, Margaret (2003b), “Locking in Capital: What Corporate Law Achieved for Business Organizers in the Nineteenth Century,” UCLA Law Review 51(2): 387–455.Google Scholar
Bogle, John (2005), The Battle for the Soul of Capitalism, Yale University Press.Google Scholar
Boyarsky, Bill (2007), Big Daddy: Jesse Unruh and the Art of Power Politics, University of California Press.Google Scholar
Brav, Alon, Graham, John R., Harvey, Campbell R. and Michaely, Roni (2005), “Payout Policy in the 21st Century,” Journal of Financial Economics 77(3): 483–527.CrossRefGoogle Scholar
Brav, Alon, Jiang, Wei and Kim, Hyunseob (2010), “Hedge Fund Activism: Review,” Foundations and Trends in Finance 4(3): 1–66.Google Scholar
Brav, Alon, Jiang, Wei, Partnoy, Frank and Frank Thomas, Randall (2008), “Hedge Fund Activism, Corporate Governance and Firm Performance,” Journal of Finance 63(4): 1729–1775.CrossRefGoogle Scholar
Brennan, Jason and Hill, Lisa (2014), Compulsory Voting: For and against, Cambridge University Press.CrossRefGoogle Scholar
Brav, A., Jiang, W., & Kim, H. (2015). The Real Effects of Hedge Fund Activism: Productivity, Asset Allocation, and Labor Outcomes. Review of Financial Studies, 28(10).CrossRefGoogle Scholar
Briggs, Thomas W. (2007), “Corporate Governance and the New Hedge Fund Activism: An Empirical Analysis,” Journal of Corporation Law 32(4): 682–738.Google Scholar
Burger, Dani (2017), “The U.S. Stock Market Belongs to Bots,” Bloomberg, www.bloomberg.com/news/articles/2017-06-15/it-s-a-quant-s-stock-market-as-computer-programs-keep-on-buying.Google Scholar
Joseph Evan, Calio and Xavier Zahralddin, Rafael (1994), “The Securities and Exchange Commission’s 1992 Proxy Amendments: Questions of Accountability,” Pace Law Review 14(2): 460–539.Google Scholar
Chandler, Alfred (1962), Strategy and Structure: Chapters in the History of the American Industrial Enterprise, MIT Press.Google Scholar
Chandler, Alfred (1977), The Visible Hand: The Managerial Revolution in American Business, Harvard University Press.Google Scholar
Chandler, Alfred (1990). Scale and Scope, Harvard University Press.CrossRefGoogle Scholar
Chandler, Beverly (2016), “Event Driven Paper Finds Investors Disenchanted,” AlphaQ, www.alphaq.world/2016/06/20/240734/event-driven-paper-finds-investors-disenchanted.Google Scholar
Cheffins, Brian R. (2013), “The History of Corporate Governance,” in Wright, Mike, Siegel, Donald S., Keasey, Kevin, and Filatotchev, Igor (2013) (eds.), The Oxford Handbook of Corporate Governance 54. https://doi.org/10.1093/oxfordhb/9780199642007.001.0001.Google Scholar
Cheffins, Brian R. and Armour, John (2011), “The Past, Present, and Future of Shareholder Activism by Hedge Funds,” The Journal of Corporation Law 37(1): 51–103.Google Scholar
Cheng, Yingmei, Harford, Jarrad and Zhang, Tianming (2015), “Bonus-Driven Repurchases,” Journal of Financial and Quantitative Analysis 50(3): 447–475.CrossRefGoogle Scholar
Cioffi, John W. (2006), “Corporate Governance Reform, Regulatory Politics, and the Foundations of Finance Capitalism in the United States and Germany,” German Law Journal 7(6): 533–561.CrossRefGoogle Scholar
Coates, John C. IV (2018), “The Future of Corporate Governance Part I: The Problem of Twelve,” Harvard Public Law Working Paper 19–07.CrossRefGoogle Scholar
Coffee, John C. (2012), “Dispersed Ownership: The Theories, the Evidence, and the Enduring Tension between ‘Lumpers’ and ‘Splitters’,” in Mueller, Dennis C. (ed.), The Oxford Handbook of Capitalism, Oxford University Press.Google Scholar
Coffee, John C. and Palia, Darius (2016), “The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance,” Annals of Corporate Governance 1(1): 1–94.CrossRefGoogle Scholar
Council of Institutional Investors (2024), “Dual-Class Stock,” Council of Institutional Investors, www.cii.org/dualclass_stock.Google Scholar
Craig, Sussane (2013), “The Giant of Shareholders, Quietly Stirring,” The New York Times, www.nytimes.com/2013/05/19/business/blackrock-a-shareholding-giant-is-quietly-stirring.html.Google Scholar
Crowther, Samuel (1929), “Everybody Ought to Be Rich: An Interview with John, J. Raskob” Ladies’ Home Journal. https://wp.lps.org/kbeacom/files/2012/08/EverybodyOughtToBeRich.pdf.Google Scholar
Danneman, Justin (2017), “A.I. Controls the Stock Market,” Squawker, https://squawker.org/analysis/robots-control-the-stock-markets/.Google Scholar
Darr, Rebecca and Koller, Tim (2017), “How to Build an Alliance against Corporate Short-termism, McKinsey & Company,” www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-insights/how-to-build-an-alliance-against-corporate-short-termism. (last visited February 7, 2021).Google Scholar
Dayen, David (2016), “What Good Are Hedge Funds?” The American Prospect, http://prospect.org/article/what-good-are-hedge-funds.Google Scholar
deHaan, David Larcker and McClure, Charles (2019), “Long-Term Economic Consequences of Hedge Fund Activist Interventions,” Review of Accounting Studies 24(2): 536–569.CrossRefGoogle Scholar
Demsetz, Harold (1995), The Economics of the Business Firm: Seven Critical Commentaries. Cambridge University Press.CrossRefGoogle Scholar
Denes, Matthew R., Karpoff, Jonathan M. and McWilliams, Victoria B. (2017), “Thirty Years of Shareholder Activism: A Survey of Empirical Research,” Journal of Corporate Finance 44: 405–424.CrossRefGoogle Scholar
Denning, Steve (2014), “When Pension Funds Become Vampires,” Forbes, www.forbes.com/sites/stevedenning/2014/12/10/when-pension-funds-become-vampires/#704aac67510c.Google Scholar
Department of the Treasury, Board of Governors of the Federal Reserve System, Securities and Exchange Commission, Commodity Futures Trading Commission (1999), “Hedge Funds, Leverage, and the Lessons of Long-Term Capital Management,” Report of the President’s Working Group on Financial Markets, www.cftc.gov/sites/default/files/tm/tmhedgefundreport.htm.Google Scholar
Dodd-Frank Act (2011), “Section 404, ‘Final Rule’,” www.sec.gov/rules/final/2011/ia-3308.pdf.Google Scholar
Drucker, Peter (1976), The Unseen Revolution: How Pension Fund Socialism Came to America, Harper & Row.Google Scholar
Edwards, Franklin R. (1999), “Hedge Funds and the Collapse of Long-Term Capital Management,” Journal of Economic Perspectives 13(2): 189–210.CrossRefGoogle Scholar
Fama, Eugene F. (1980), “Agency Problems and the Theory of the Firm,” Journal of Political Economy 88(2).CrossRefGoogle Scholar
Fama, Eugene F. and Jensen, Michael (1983), “Separation of Ownership and Control,” Journal of Law & Economics 26(2).Google Scholar
Foley, Steven (2016), “The So-Called Death of Event-Driven Investing,” Financial Times, www.ft.com/content/cc45d8ee-e135-11e5-9217-6ae3733a2cd1.Google Scholar
Foley, Steven and Johnson, Miles (2014), “‘Event-Driven’ Hedge Funds Leap into Lead after Rush to Invest,” Financial Times, www.ft.com/content/d9a8b122-d61b-11e3-a239-00144feabdc0.Google Scholar
Gandel, Stephen (2015), “How DuPont Went to War with Activist Investor Nelson Peltz,” Fortune, http://fortune.com/2015/05/11/how-dupont-went-to-war/.Google Scholar
Gelter, Martin (2013), “The Pension System and the Rise of Shareholder Primacy,” Seton Hall Law Review 43(3): 909–970.Google Scholar
Gillan, Stuart and Starks, Laura T. (2007), “The Evolution of Shareholder Activism in the United States,” Journal of Applied Corporate Finance 19(1): 55–73.CrossRefGoogle Scholar
Glass Lewis (2024), “Company Overview,” Glass Lewis, www.glasslewis.com/company-overview/.Google Scholar
Hansmann, Henry and Kraakman, Reinier (2000), “The Essential Role of Organizational Law.” Yale Law Journal 110.CrossRefGoogle Scholar
Hopkins, Matt and Lazonick, William (2016), “The Mismeasure of Mammon: The Uses and Abuses of Executive Pay Data,” Institute for New Economic Thinking Working Paper No. 49, www.ineteconomics.org/research/research-papers/the-mismeasure-of-mammon-uses-and-abuses-of-executive-pay-data.Google Scholar
Iliev, Peter and Lowry, Michelle (2015), “Are Mutual Funds Active Voters?” Review of Financial Studies 28(2): 446–485.CrossRefGoogle Scholar
Investment Company Act of 1940 (1940), www.govinfo.gov/content/pkg/COMPS-1879/pdf/COMPS-1879.pdf.Google Scholar
ISS (2017), “Analysis: Differentiated Voting Rights in Europe,” ISS, www.issgovernance.com/analysis-differentiated-voting-rights-in-europe/.Google Scholar
ISS (2024), “About ISS,” ISS, www.issgovernance.com/about/about-iss/.Google Scholar
Jensen, Michael (1986), “Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers,” American Economic Review 76(2): 323–329.Google Scholar
Jensen, Michael (1988), “Takeovers: The Causes and Consequences,” Journal of Economic Perspective 2(1).CrossRefGoogle Scholar
Jensen, Michael (1989), “Eclipse of the Public Corporation,” Harvard Business Review 67(5): 61–74.Google Scholar
Jensen, Michael (1993), “The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems,” Journal of Finance 48(3): 831–880.CrossRefGoogle Scholar
Jensen, Michael and Murphy, Kevin (1990), “Performance Pay and Top Management Incentives,” Journal of Political Economy 98(2): 225–264.CrossRefGoogle Scholar
Michael, Jensen and Meckling, William H. (1976), “Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure,” Journal of Financial Economics 3(4): 305–360.Google Scholar
Karpoff, Jonathan M. (2001), “The Impact of Shareholder Activism on Target Companies: A Survey of Empirical Findings,” SSRN Electronic Journal, https://doi.org/10.2139/ssrn.885365.CrossRefGoogle Scholar
Kolhatkar, Sheelah (2018), “Paul Singer, Doomsday Investor,” New Yorker, www.newyorker.com/magazine/2018/08/27/paul-singer-doomsday-investor.Google Scholar
Kumar, Nikhil (2012), “The Vulture Capitalist Who Devoured Peru – And Now Threatens Argentina,” The Independent, www.independent.co.uk/news/world/americas/the-vulture-capitalist-who-devoured-peru-and-now-threatens-argentina-8347577.html.Google Scholar
Klein, William A. and Coffee, John C. (2004) (9th ed.). Business Organization and Finance: Legal and Economic Principles. Thomson Reuters/Foundation PressGoogle Scholar
Laide, John (2014), “Activists Increasing Success Gaining Board Seats at U.S. Companies,” Shark Repellent, www.sharkrepellent.net/request?an=dt.getPage&st= undefined&pg=/pub/rs_20140310.html&rnd=176396.Google Scholar
Laster, Travis J. and Mark Zeberkiewicz, John, (2014), “The Rights and Duties of Blockholder Directors,” The Business Lawyer 70(1): 33–60.Google Scholar
Lazonick, William (1991), Business Organization and the Myth of the Market Economy, Cambridge University Press.Google Scholar
Lazonick, William (1992), “Controlling the Market for Corporate Control.” Industrial and Corporate Change 1(3).CrossRefGoogle Scholar
Lazonick, William (2007), “The U.S. Stock Market and the Governance of Innovative Enterprise,” Industrial and Corporate Change 16(6): 1021–1022.CrossRefGoogle Scholar
Lazonick, William (2013), “The Financialization of the US Corporation: What Has Been Lost, and How It Can Be Regained,” Seattle University Law Review 36(2): 857–909.Google Scholar
Lazonick, William (2014a), “Innovative Enterprise and Shareholder Value,” Law and Financial Markets Review 8(1): 52–64.CrossRefGoogle Scholar
Lazonick, William (2014b), “Profits without Prosperity: Stock Buybacks Manipulate the Market and Leave Most Americans Worse Off,” Harvard Business Review, September: 46–55.Google Scholar
Lazonick, William (2015), “The Theory of Innovative Enterprise: Foundation of Economic Analysis,” Academic-Industry Research Working Paper #13–0201.Google Scholar
Lazonick, William (2019), “The Value-Extracting CEO: How Executive Stock-Based Pay Undermines Investment in Productive Capabilities,” Structural Change and Economic Dynamics 60.Google Scholar
Lazonick, William (2022), “Is the Most Unproductive Firm the Foundation of the Most Efficient Economy? Penrosian Learning and the Neoclassical Fallacy,” International Review of Applied Economics, 36(2): 1–32. And Lazonick “Corporate Governance for the Common Good.”Google Scholar
Lazonick, William (2023), Investing in Innovation: Confronting Predatory Value Extraction in the US Corporation, Cambridge University Press.CrossRefGoogle Scholar
Lazonick, William and Jang-Sup Shin, (2020), Predatory Value Extraction: How the Looting of the Business Enterprise Became the US Norm and How Sustainable Prosperity Can Be Restored, Oxford University Press.Google Scholar
Lazonick, William and Jacobson, Ken (2022), “Letter to SEC: How Stock Buybacks Undermine Investment in Innovation for the Sake of Stock-Price Manipulation,” Institute for New Economic Thinking, www.ineteconomics.org/perspectives/blog/letter-to-sec-a-policy-framework-for-attaining-sustainable-prosperity-in-the-united-states.Google Scholar
Lazonick, William and O’Sullivan, Mary (1997), “Finance and Industrial Development, Part I: The United States and the United Kingdom,” Financial History Review 4(1): 7–29.CrossRefGoogle Scholar
Lazonick, William and O’Sullivan, Mary (2000), “American Corporate Finance,” in Howes, Candace and Singh, Ajit (eds.), Competitiveness Matters, Michigan University Press.Google Scholar
Lazonick, William, Hopkins, Matt and Jacobson, Ken (2016), “What We Learn about Inequality from Carl Icahn’s $2 Billion Apple ‘No Brainer’,” Institute for New Economic Thinking, www.ineteconomics.org/perspectives/blog/what-we-learn-about-inequality-from-carl-icahns-2-billion-apple-no-brainer.Google Scholar
Lever, Annabelle (2010), “Compulsory Voting: A Critical Perspective,” British Journal of Political Science 40(4): 897–915.CrossRefGoogle Scholar
Loomis, Carol (1966), “The Jones Nobody Keeps Up with,” Fortune, http://fortune.com/2015/12/29/hedge-funds-fortune-1966/.Google Scholar
Loomis, Carol (1970), “Hard Times Come to the Hedge Funds,” Fortune, http://archive.fortune.com/magazines/fortune/fortune_archive/1970/01/00/hedge_fund/pdf.html.Google Scholar
Loomis, Carol (2014), “BlackRock: The $4.3 Trillion Force,” Fortune, http://fortune.com/2014/07/07/blackrock-larry-fink/.Google Scholar
Lowenstein, Roger (2002), When Genius Failed: The Rise and Fall of Long-Term Capital Management, Random House.Google Scholar
Lu, Carmen X. W., (2016), “Unpacking Wolf Packs,” Yale Law Journal 125(3).Google Scholar
Lund, Dorothy S. (2018), “The Case against Passive Shareholder Voting,” Journal of Corporation Law 43(3).Google Scholar
Machan, Dyan and Atlas, Riva (1994), “George Soros, Meet A.W. Jones,” Forbes, p. 43.Google Scholar
Malanga, Steven (2013), “The Pension Fund That Ate California,” City Journal, www.city-journal.org/html/pension-fund-ate-california-13528.html.Google Scholar
Manconi, Alberto, Peyer, Urs and Vermaelen, Theo (2018), “Are Buybacks Good for Long-Term Shareholder Value? Evidence from Buybacks around the World,” Journal of Financial and Quantitative Analysis 54(5): 1–74.Google Scholar
Marriage, Madison (2013), “Activist Investors Fuel Event-Driven Returns,” Financial Times, www.ft.com/content/faafbd08-ea1b-11e2-b2f4-00144feabdc0.Google Scholar
Matsusaka, John G., Ozbas, Oguzhan, Yi, Irene (2018), “‘Opportunistic Proposals by Union Shareholders,” USC CLASS Research Paper No. CLASS15-25, Marshall School of Business Working Paper No. 17-3, https://ssrn.com/abstract=2666064 or http://dx.doi.org/10.2139/ssrn.2666064.CrossRefGoogle Scholar
McGrattan, Ellen R. and Prescott, Edward C. (2004), “The 1929 Stock Market: Irving Fischer Was Right,” International Economic Review 45(4).CrossRefGoogle Scholar
Merced, Michael (2016), “Samsung in Cross Hairs of American Hedge Fund,” New York Times, http://nyti.ms/2dxarIk.Google Scholar
Merle, Renae (2016), “How One Hedge Fund Made $2 Billion from Argentina’s Economic Collapse,” Washington Post, www.washingtonpost.com/news/business/wp/2016/03/29/how-one-hedge-fund-made-2-billion-from-argentinas-economic-collapse/?utm_term=.ac20762574d7.Google Scholar
Meyer, Gregory, Bullock, Nicole and Rennison, Joe (2018), “How High-Frequency Trading Hit a Speed Bump,” Financial Times, January 1, 2018, www.ft.com/content/d81f96ea-d43c-11e7-a303-9060cb1e5f44.Google Scholar
Mirae Asset (2017), “The Current State and Direction of Samsung Electronics’ Stock Buybacks,” Mirae Asset Daily Report, September 15 (in Korean).Google Scholar
Monks, Robert (2013), “Robert Monks: It’s Broke, Let’s Fix It,” Listed Magazine, http://listedmag.com/2013/06/robert-monks-its-broke-lets-fix-it.Google Scholar
Monks, Robert (2015), “Careless Language or Cunning Propaganda,” RFK Compass event, www.ragm.com/libraryFiles/145.pdf.Google Scholar
Nathan, Charles (2010), The Parallel Universes of Institutional Investing and Institutional Voting, Institutional Investors.CrossRefGoogle Scholar
Orol, Ronald (2014), “Teaming up with CalSTRS Helps Activist Funds Get Their Way,” Harvard Roundtable on Shareholder Engagement – Consolidated Background Materials, www.law.harvard.edu/programs/corp_gov/shareholder-engagement-roundtable-2015-materials/Harvard-Roundtable-on-Shareholder-Engagement-Consolidated-Background-Materials.pdf.Google Scholar
Ott, Julia C. (2011), When Wall Street Met Main Street: The Quest for Investors’ Democracy, Harvard University Press.CrossRefGoogle Scholar
Parisian, Elizabeth and Bhatti, Saqib (2016), “All That Glitters Is Not Gold – An Analysis of US Public Pension Investments in Hedge Funds,” Roosevelt Institute, http://rooseveltinstitute.org/wp-content/uploads/2015/12/All-That-Glitters-Is-Not-Gold-Nov-2015.pdf.Google Scholar
Perino, Michael (2010), The Hellhound of Wall Street: How Ferdinand Pecora’s Investigation of the Great Crash Forever Changed American Finance, Penguin Press.Google Scholar
Pichhadze, Aviv (2010), “Private Equity, Ownership, and Regulation,” The Journal of Private Equity 14(1): 17–24.CrossRefGoogle Scholar
Pichhadze, Aviv (2012), “Institutional Investors as Blockholders,” in Vasudev, P.M. and Watson, Susan (eds.), Corporate Governance after the Financial Crisis, Edgar Elgar.Google Scholar
Preqin, (2016), “2016 Preqin Global Hedge Fund Report – Sample pages,” www.preqin.com/docs/samples/2016-Preqin-Global-Hedge-Fund-Report-Sample-Pages.pdf.Google Scholar
Reiff, Nathan (2017), “The Greatest Inventors,” Investopedia, www.investopedia.com/university/greatest/.Google Scholar
Robé, Jean-Philippe (2011), “The Legal Structure of the Firm,” Accounting, Economics, and Law: A Convivium 1(1).Google Scholar
Roe, Mark J. (1990), “Political and Legal Restraints on Ownership and Control of Public Companies,” Journal of Financial Economics 27(1).CrossRefGoogle Scholar
Roe, Mark J. (1991), “Political Elements in the Creation of Mutual Fund Industry,” University of Pennsylvania Law Review 139(6).CrossRefGoogle Scholar
Romano, Roberta (1993), “Public Pension Fund Activism in Corporate Governance Reconsidered,” Columbia Law Review 93(4): 793–853.CrossRefGoogle Scholar
Rose, Paul (2007), “The Corporate Governance Industry,” The Journal of Corporation Law 32(4): 887–926.Google Scholar
Rosenberg, Hilary (1999), A Traitor to His Class, John Wiley.Google Scholar
Salmon, Felix and Stokes, Jon (2010), “Algorithms Take Control of Wall Street,” Wired, (www.wired.com/2010/12/ff_ai_flashtrading/?mbid=email_onsiteshare).Google Scholar
Schwartz, Nelson D. (2014), “How Wall Street Bent Steel: Timken Bows to Activist Investors, and Splits in Two,” The New York Times, www.nytimes.com/2014/12/07/business/timken-bows-to-investors-and-splits-in-two.html?_r=0.Google Scholar
Securities and Exchange Commission (1969), “35th Annual Report,” www.sec.gov/about/annual_report/1969.pdf.Google Scholar
Securities and Exchange Commission (1992), “Final Proxy Rule Amendments, Exchange Act,” Federal Securities Law Reporter 34–31326.Google Scholar
Securities and Exchange Commission (2000), “Final Rule: Selective Disclosure and Insider Trading,” U.S. Securities and Exchange Commission, www.sec.gov/rules/final/33-7881.htm.Google Scholar
Securities and Exchange Commission (2003), “Final Rule: Proxy Voting by Investment Advisers,” U.S. Securities and Exchange Commission, www.sec.gov/rules/final/ia-2106.htm.Google Scholar
Securities and Exchange Commission (2017), “Private Funds Statistics – Second Calendar Quarter 2016,” U.S. Securities and Exchange Commission, www.sec.gov/divisions/investment/private-funds-statistics/private-funds-statistics-2016-q2-accessible.pdf.Google Scholar
Securities Exchange Act of 1933 (1933), www.govinfo.gov/content/pkg/COMPS-1884/pdf/COMPS-1884.pdf.Google Scholar
Securities Exchange Act of 1934 (1934), www.govinfo.gov/content/pkg/COMPS-1885.pdf.Google Scholar
Sharara, Norma M. and Hoke-Witherspoon, Anne E. (1993), “The Evolution of the 1992 Shareholder Communication Proxy Rules and Their Impact on Corporate Governance,” The Business Lawyer 49(1): 327–358.Google Scholar
Shearman, and Sterling, (2016), “The Proportionality Principle in the European Union,” Report commissioned by the European Commission, http://ec.europa.eu/internal_market/company/docs/shareholders/study/final_report_en.pdf.Google Scholar
Shin, Jang-Sup (2015), “The Reality of ‘Actions’ by Activist Hedge Funds and Public Policies on Chaebols,” The KERI Insight, http://fiid.org/wp-content/uploads/2015/07/Activist-fund-and-chaebol-policy-KERI-Insight-2015-7-1.pdf.Shu, Chong (2021), The Proxy Advisory Industry: Influencing and Being Influenced. Unpublished paper. www-scf.usc.edu/~chongshu/papers/shu2020proxy.pdf.Google Scholar
Shu, Chong (2024), “The Proxy Advisory Industry: Influencing and Being Influenced,” USC Marshall School of Business Research Paper, http://dx.doi.org/10.2139/ssrn.3614314.CrossRefGoogle Scholar
Singh, Shane P. (2015), “Compulsory Voting and the Turnout Decision Calculus,” Political Studies 63(3): 548–568.CrossRefGoogle Scholar
Smith, Michael P. (1996), “Shareholder Activism by Institutional Investors: Evidence from CalPERS,” The Journal of Finance 51(1): 227–252.CrossRefGoogle Scholar
Solomon, Steven Davidoff (2015), “Remaking Dow and DuPont for the Activist Shareholders,” The New York Times, www.nytimes.com/2015/12/16/business/dealbook/remaking-dow-and-dupont-for-the-activist-shareholders.html?_r=0.Google Scholar
Stothard, Michael (2015), “French companies fight back against Florange double-vote law,” The Financial Times, www.ft.com/content/05314dfe-e27d-11e4-ba33-00144feab7de.Google Scholar
Stout, Lynn (2013), “The Troubling Question of Corporate Purpose,” Symposium on ‘Shareholder Value Myth,’ Accounting, Economics, and Law: Convivium 3(1), www.degruyter.com/view/j/ael.2013.3.issue-1/ael-2013-0042/ael-2013-0042.xml?f=&print&print.Google Scholar
Strickland, Deon, Wiles, Kenneth and Zenner, Marc (1996), “A Requiem for the USA – Is Small Shareholder Monitoring Effective?” Journal of Financial Economics 40(2): 319–338.CrossRefGoogle Scholar
Strine, Jr, Leo E. (2005), “The Delaware Way: How We Do Corporate Law and Some of the New Challenges We (and Europe) Face,” Delaware Journal of Corporate Law 30(3): 673–696.Google Scholar
Strine, Jr Leo E. (2007), “Toward Common Sense and Common Ground? – Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance,” Harvard Law and Economics Discussion Paper No. 585.Google Scholar
Stulz, René M. (2007), “Hedge Funds: Past, Present, and Future,” The Journal of Economic Perspectives 21(2): 175–194.CrossRefGoogle Scholar
Team, Tefis (2016), “Dissecting the Dow and DuPont deal, from Merger to Split?,” Forbes, www.forbes.com/sites/greatspeculations/2016/08/30/dissecting-dow-and-dupont-deal-from-merger-to-split/#1414e3286967.Google Scholar
Traeger, Rebecca (2018), “DowDuPont Names Its Three New Separate Businesses,” Chemistry World, www.chemistryworld.com/news/dowdupont-names-its-three-new-separate-businesses/3008721.article.Google Scholar
U.S. Senate Committee on Banking and Currency (2009), The Pecora Report: The 1934 Report on the Practices of Stock Exchanges from the Pecora Commission, CreateSpace Independent Publishing Platform.Google Scholar
Uhlig, Mark (1987), “Jesse Unruh, a California Political Power, Dies,” The New York Times, www.nytimes.com/1987/08/06/obituaries/jesse-unruh-a-california-political-power-dies.html.Google Scholar
Vaughn, David (2003), “Selected Definitions of ‘Hedge Fund’,” Comments for the U.S. Securities and Exchange Commission Roundtable on Hedge Funds,’ U.S. Securities and Exchange Commission, www.sec.gov/spotlight/hedgefunds/hedge-vaughn.htm.Google Scholar
Veasey, E. Norman (1993), “The Emergence of Corporate Governance as a New Legal Discipline,” The Business Lawyer 48(4).Google Scholar
Ventoruzzo, Marco (2015), “The Disappearing Taboo of Multiple Voting Shares: Regulatory Responses to the Migration of Chrysler-Fiat,” Bocconi Legal Studies Research Paper No. 2574236, https://ssrn.com/abstract=2574236.Google Scholar
Volacu, Alexandru (2020), “Democracy and Compulsory Voting,” Political Research Quarterly 473(2): 454–463.CrossRefGoogle Scholar
Walker, Owen (2016), Barbarians in the Boardroom: Activist Investors and the Battle for Control of the World’s Most Powerful Companies, Pearson Education.Google Scholar
Walters, Dan (1988), “War of Succession for California’s Bond Empire,” The Wall Street Journal, March 2.Google Scholar
Winter, Jaap W. (2011), “Shareholder Engagement and Stewardship: The Realities and Illusions of Institutional Share Ownership,” https://ssrn.com/abstract=1867564.CrossRefGoogle Scholar
Wong, Simon C. Y. (2010), “Why Stewardship Is Proving Elusive for Institutional Investors,” Butterworths Journal of International Banking and Financial Law, July/August: 406–411. https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1635662.Google Scholar

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The Rhetoric and Reality of Shareholder Democracy and Hedge-Fund Activism
  • Jan-Sup Shin, National University of Singapore
  • Online ISBN: 9781009576444
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The Rhetoric and Reality of Shareholder Democracy and Hedge-Fund Activism
  • Jan-Sup Shin, National University of Singapore
  • Online ISBN: 9781009576444
Available formats
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The Rhetoric and Reality of Shareholder Democracy and Hedge-Fund Activism
  • Jan-Sup Shin, National University of Singapore
  • Online ISBN: 9781009576444
Available formats
×