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Adalberto Palma

ISS U.S. and European Investors Discuss Engagement - Governance 2012.01.04 - 0 views

  • eighth annual Transatlantic Corporate Governance Dialogue.
  • "Shareholder Engagement: What is 'Appropriate'?"
  • organized by the European Corporate Governance Institute (ECGI) and Columbia Law School
  • ...54 more annotations...
  • themes
  • What should be the time-horizon of investor engagement? Do activist investors have too narrow a focus on short-term gains? How is engagement most effective? Is there a particular governance or ownership structure that promotes better engagement? How can mainstream large mutual funds and asset managers increase their level of engagement with companies? Are there specific incentives (or lack thereof) that prevent institutional investors from becoming more actively involved with their portfolio companies?
  • Mary Schapiro
  • Pershing Square
  • highlighted the positive impact of say-on-pay votes, and better disclosure of director qualifications.
  • SEC's commitment to address proxy voting mechanics and the rules around beneficial ownership disclosure.
  • first panel
  • Reuters Editor-at-Large Chrystia Freeland
  • agency's efforts to improve engagement between shareholders and their investee companies
  • Bill Ackman,
  • active ownership, and opposed the notion that activists have a short time horizon
  • engaging with management and the board, he argued.
  • Martin Lipton
  • Wachtell
  • Lipton, Rosen and Katz
  • acknowledged that some activist investors with long-term significant positions may benefit investee companies.
  • obsession for shareholder value in terms of quarterly results
  • diffused ownership of U.S. corporations
  • constitute "the greatest threat to the economies of the western world." 
  • Mats Anderson, CEO of the Fourth Swedish National Pension Fund
  • Runa Urheim
  • Scandinavian perspective
  • Norges Bank
  • Swedish system of boards fully comprised of independent directors and shareholder-led nomination committees
  • Norges Bank
  • ave a significant shareholder.
  • Nadia Calvino
  • Internal Markets and Services of the European Commission
  • view corporate governance as a key component of a well-functioning economy
  • new requirements should be made with great caution, since it may have substantial impact on numerous parties. 
  • second panel, Julian Franks
  • perspective of labor funds
  • "Unfulfilled Expectations? The Returns to International Shareholder Activism.”
  • paper
  • compared shareholder activism in Europe, North America, and Asia
  • abnormal returns when the activism results in specific measurable outcomes, such as changes on the board, payout policies, restructurings, and takeovers.
  • Brandon Rees
  • London Business School
  • AFL-CIO’s Office of Investment,
  • endorse active ownership but maintain a buy-and-hold investment perspective
  • easier access to companies' boards through proxy access and other means of engagement is in the best interests of all minority shareholders.
  • final panel
  • role of institutional investors and the barriers to engagement with corporations
  • law at the University of Pennsylvania
  • law professor at the University of Munich
  • Calvino's view that regulators should tread carefully in order to avoid any unintended consequences of regulatory action, and opposed the notion of mandatory engagement.
  • Horst Eidenmulle
  • Edward Rock
  • free rider problem among institutional investors, who are competing on cost, price, and performance relative to peers.
  • little incentive for any individual player to take on the costs of engagement with uncertain benefits as in comparison to its peers.
  • Luigi Zingales of the University of Chicago
  • institutions' lack of incentives to engage
  • the costs of engagement may be significant for individual institutions, there may be opportunities to overcome the collective action problem by permitting greater collaboration among investors and easier access to the board by minority holders,
  • voto di lista system
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