Proxy reform, takeovers, and corporate control: the need for a new orientation

Article Abstract:

The corporate proxy reform movement should shed all traces of the hostile takeover movement of the 1980s from which it arose and emphasize the need for shareholder-management cooperation to improve the competitiveness of US corporations. Proxy reform, although ostensibly seeking to relax the rules that prevent shareholders from conferring and soliciting each other before electing corporate directors, actually developed as a means of reviving hostile takeovers. However, the proxy reformers must move toward a nonconfrontational restructuring aimed at maintaining corporate efficiency.

Acquisitions and mergers, Corporate governance, Influence

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Facilitating shareholder communications

Article Abstract:

The Interfaith Center on Corporate Responsibility, which consists of about 250 Protestant and Roman Catholic groups dedicated to socially responsible investing, endorses the SEC's proposal to reform proxy rules. Relaxing these rules, which limit the right of shareholders to discuss elections of corporate directors, will create a more responsive corporate structure by easing communication among shareholders. The sharing of information that will result will help the shareholders to make knowledgeable decisions about the corporations in which they invest.

Stockholders, Economic policy, Interfaith Center on Corporate Responsibility

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The limits of SEC authority under section 14(a) of the Exchange Act: where federal disclosure ends and state corporate governance begins

Article Abstract:

Section 14(a) of the Securities Exchange Act deals with corporate governance, particularly with the protection of corporate investors through increased disclosure. Federal jurisdiction has been interpreted by the courts as extending to issues of disclosure rather than substance, and issues of substance were left to the states. Procedures that are not central to corporate governance or state law such as mandated confidential voting and access to shareholder lists would be allowable federal regulation under section 14(a).

Interpretation and construction, Powers and duties, Securities law

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