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The purpose of this paper is to consider the consequences of the July 22, 2011 decision of the US Court of Appeals for the DC Circuit in the case of Business Roundtable and Chamber of Commerce v. Securities and Exchange Commission (BRT v. SEC) on current and future SEC rulemakings. The case involved the vacating of the SEC's shareholder proxy access rule.

The paper reviews the court's findings regarding the SEC's rulemaking procedures and analyzes how those findings will inform the SEC's future actions to adopt rules in the proxy access area, as well as future SEC rulemaking in other areas.

The paper finds that the SEC is unlikely, at this time, to undertake future rulemaking involving shareholder access to the proxy statement. At the same time, the SEC may well lift the stay that it voluntarily placed on related amendments to its shareholder proposal rule. These amendments would permit shareholder proposals to companies regarding access to the proxy statement.

Companies should consider how they will respond to shareholder proposals to adopt proxy access regimes. Shareholders should consider what kinds of proposals they may wish to submit to companies regarding proxy access.

This paper should be of interest to public companies, including investment companies, and shareholders of such companies, and their advisers, in terms of corporate governance mechanisms and engagement with shareholder concerns and inputs.

To explain SEC Division of Corporation Finance Staff Legal Bulletin No. 14H (SLB 14H), which provides interpretive advice on how the Staff will treat shareholder proposals under the “directly conflicts” and “ordinary business” exclusions under Rule 14a-8.

Explains Rule 14-8 concerning the inclusion of shareholder proposals in a company’s proxy materials, Rule 14a-8(i)(9) on substantive bases for exclusion of shareholder proposals, guidance from SLB 14H on shareholder proposals that do and do not directly conflict with company proposals, Staff guidance prior to SLB 14H, the “ordinary business” exclusion under Rule 14a-8(i)(7), and how SEC staff guidance differs from the majority opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. on the ordinary business exclusion.

The SEC Staff’s new standard for conflicting proposals is likely to make it more difficult for companies to exclude a shareholder proposal that is different from a management proposal if the two proposals are not “mutually exclusive”. Staff guidance also states that companies may not exclude proposals focusing on a significant policy issue under the ordinary business exclusion if “the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote”.

Expert guidance from experienced securities and financial services lawyers.

Many investors view maximizing shareholder wealth as the only obvious and defensible, corporate objective function. But to contradict this view, the paper aims to consider the shortcomings of the “shareholder first” view and offer an alternative.

To make strategic tradeoffs effectively the whole organization needs a clear sense of what it is trying to achieve, and how choosing between specified alternatives serves its highest goal. Organizations need a “best metric” for the corporate strategy. The paper considers what ultimate end should corporations – that is, the managers who run them – refer to when making these difficult and sometimes painful tradeoffs?

The widely held shareholder‐value view holds that every choice should be made with an eye to creating as much financial wealth as possible for the providers of equity capital. But none of the familiar justifications for this view stand up to scrutiny. It is not true that: shareholders are owners; shareholders bear the most risk; maximizing shareholder value is a clear goal; and maximizing shareholder value is a legal requirement.

The corporation‐first view is a better alternative principle. It is that the ultimate purpose of the corporation is the survival of corporation itself. The corporation should not seek to maximize the interests of shareholders, or employees, or suppliers, or the environment, or anyone or anything else. The Costco model is examined.

This paper provokes some serious soul‐searching about the largely unquestioned primacy of shareholder interests as the objective function of the corporation and makes the case for a better alternative.

The purpose of this paper is to investigate whether cumulative voting can help ease the conflicts between board of directors and minority shareholders.

The authors use voting result of shareholder proposals as an indicator of the level of conflicts between board and minority shareholders. OLS regression and non‐parametric Kruskal‐Wallis tests have been applied in the analysis.

It was found that cumulative voting can help ease the conflicts between board of directors and minority shareholders. Also, the tension between board and minority shareholders is affected by both corporate governance factors and a company's stock performance.

In general, the research result indicates that cumulative voting is still an effective mechanism that can lower investors' costs on monitoring boards of directors.

Considering the huge amount of resources used in shareholder campaigns, the research result indicates that cumulative voting can be an efficient choice to alleviate the confrontation between dissenting shareholders and board of directors.

With the change of minority shareholder structure, it is necessary to examine whether the corporate world needs to reconsider the adoption of cumulative voting.

The authors use a novel proxy, voting results of investor proposals, to measure the conflicts between board of directors and minority shareholders. This is also one of the few papers focusing on the monitoring cost side of the agency cost problem in corporate governance literature.

This paper aims to examine the effectiveness of Tanzania’s legal framework in protecting shareholders’ rights through derivative claims, conducting a comparative analysis with Mauritius to highlight legislative strengths and areas for improvement.

This study used a library-based (black-letter law) research methodology, emphasizing the systematic examination of authoritative legal texts, including statutes, case law and secondary sources, to assess Tanzania’s framework for derivative claims. The research is grounded in the Enlightened Shareholder Value (ESV) theory to evaluate shareholder protection mechanisms. A comparative legal methodology complemented this approach, drawing insights from Mauritius’s Companies Act 2001, which shares parallels with Tanzania’s legal system due to their common law heritage. Key databases such as Google Scholar, Emerald Insight, JSTOR and institutional libraries from the University of Dar es Salaam and the University of Mauritius were used to access a broad range of historical and contemporary legal texts. Thematic coding was applied to organize findings into major areas such as applicant eligibility, procedural requirements and cost barriers.

The study reveals significant gaps in Tanzania’s framework for derivative claims, including procedural ambiguities such as the undefined “reasonable notice” for initiating claims, restrictive eligibility criteria for applicants and inadequate financial provisions for shareholders pursuing litigation. These challenges undermine the accessibility and efficacy of derivative claims in protecting shareholder rights. Conversely, Mauritius provides clearer statutory guidelines, broader eligibility for applicants and explicit cost indemnity provisions, making derivative claims more accessible and effective. The findings underscore the need for Tanzania to adopt similar reforms, such as defining procedural requirements, expanding applicant eligibility to include employees and mandating comprehensive cost coverage. These measures would align Tanzania’s framework with global best practices, enhance corporate governance and strengthen shareholder protections.

This study provides a critical and in-depth analysis of Tanzania’s shareholder protection framework through derivative claims, offering unique comparative insights and proposing targeted legislative reforms aimed at strengthening corporate governance and safeguarding shareholder rights. By identifying key procedural and substantive gaps, such as the ambiguity surrounding notice requirements and the limited financial accessibility for pursuing claims, the study delivers actionable recommendations that address these deficiencies. Moreover, the paper serves as a practical resource for policymakers, legal practitioners and scholars, bridging theoretical discourse with pragmatic solutions to foster equitable corporate governance. The findings hold particular value for jurisdictions facing similar challenges, illustrating how comparative legal insights can guide the development of tailored reforms to enhance shareholder protection and promote sustainable corporate governance.

The major shareholders may try to manipulate the stock price for tunneling after share lockup expiration, but the earlier studies focus on earnings management and do not consider other potential manipulation methods. Therefore, we explore the tone management of earnings communication conferences.

We take the China A-share listed companies in Shanghai and Shenzhen Stock Exchanges from 2007 to 2021 as our sample to examine how, why and when share lockup expiration of major shareholders affects tone management of earnings communication conference.

Firms tend to engage in tone management in earnings communication conferences when the lockup expires by increasing the optimism of the tone and decreasing the similarity between the responses and questions. The purpose of tone management is not for share reduction, but rather for improving market performance and better share pledge. The effect of share lockup expiration is weaker when the firm engages in real or accrual-based earnings management, and when the firm keeps higher accounting conservatism. In addition, in companies at growth and maturity stages, where executive compensation is high, institutional investor ownership is low and the controlling shareholder is a non-state-owned enterprise, the impact of share lockup expiration on the tone management becomes more pronounced.

Our study reveals the ways and purposes of tone management when share lockup expires, shows the timing preferences of tone management and helps identify the quality of information disclosure in earnings communication conferences, enriching the research on tone management and market value management.

This study aims to explore the relationship between managerial ownership and environmental innovation, particularly focusing on the impact of minority shareholder protection within the context of China’s A-share listed companies.

The study employs a fixed effect model over a decade-long sample, analysing secondary data from nonfinancial Chinese A-share firms. The two-stage least squares (2SLS) method is adopted to address endogeneity concerns.

The results demonstrate a significant positive influence of managerial ownership on environmental innovation, suggesting that top managers who have a say in the boardroom are inclined towards sustainable development. The presence of minority shareholders' protection positively moderates this relationship, underlining their roles in fostering environmentally friendly development. The subsample analysis showed that these relationships vary between state-owned enterprises (SOEs) and non-SOEs. It also differs between heavily and lightly polluting industries, which indicates that it is not enough to just have internal self-management, and more external pressure is necessary in heavily polluting industries.

Our study underscores the importance for managers to recognize the potential of aligning their ownership interests with environmental objectives. Companies can enhance their commitment to sustainability by fostering an internal environment that supports minority shareholder rights.

This study specifically focuses on the role of top managers and minority shareholders, providing new empirical evidence on how their influence can drive sustainable development initiatives. It is also among the few studies that differentiate between firm characteristics and pollution intensity, which provides valuable insights into how the impact of managerial ownership and minority shareholder protection varies across different contexts.

Taking advantage of an innovative measure of corporate culture obtained from advanced machine learning and textual analysis, we investigate how corporate culture is influenced by shareholder litigation rights, which are widely recognized as a crucial external governance mechanism. The innovative measure of corporate culture is based on a textual analysis of over 200,000 earnings call transcripts.

To mitigate endogeneity and thus demonstrate causality, we exploit a quasi-natural experiment based on the staggered passage of universal demand laws, which reduce shareholder litigation rights. The enactment of state-level legislation is likely exogenous to individual firms’ characteristics as it is beyond the control of any given firm. Following the literature, we employ a difference-in-difference analysis, supplemented by several robustness checks, i.e. propensity score matching and entropy balancing.

Our difference-in-difference estimates show that an exogenous reduction in shareholder litigation rights weakens corporate culture considerably. Specifically, corporate culture is 12.74–14.41% weaker after the implementation of universal demand laws. Our results corroborate the hypothesis that a decline in litigation risk exacerbates agency problems, discouraging self-interested managers from taking actions that enhance shareholder value in the long run, such as cultivating a strong corporate culture.

Our study is the first to explore how corporate culture is affected by shareholder litigation risk, which constitutes a vital external governance mechanism. Moreover, we utilize an innovative measure of corporate culture based on sophisticated textual analysis. Finally, we employ a quasi-natural experiment based on an exogenous shock, making it more likely that our conclusion reflects a causal influence rather than merely a correlation.

Before it was fully nationalized in 1945, the Banque de France was a listed company that distributed dividends to its shareholders and was listed on the Paris stock exchange. By comparing with other stocks and indexes, I show that, in spite of large earnings, Banque de France’s stock was a lackluster but popular investment. By examining the distribution of profits between the state and ordinary shareholders, I show that the state began to exert an influence over the Bank well before its nationalization, in the nineteenth century, amounting to a stealthy takeover. I then go on to analyze the Bank’s formal governance framework and the power of its regents (directors). Using a novel method to compute the shareholders’ statistical distribution, I conclude that small new shareholders who were less sophisticated bought predominantly shares from old larger shareholders. Eventually, most of the shareholders were “petit-bourgeois” passive rentiers who accepted the mediocre performance and kept reelecting the regents. I conclude by saying that the power of the 200 largest shareholders (“200 families”) was a political myth with little foundation in reality.