Recent Developments in Directors’ Elections: A Comparative Perspective Marco Ventoruzzo Bocconi...
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Recent Developments in Directors’ Elections: A Comparative Perspective Marco Ventoruzzo Bocconi University, Milan, Italy PSU Dickinson School of Law ECGI
Recent Developments in Directors Elections: A Comparative
Perspective Marco Ventoruzzo Bocconi University, Milan, Italy PSU
Dickinson School of Law ECGI
Slide 2
Overview of the Proxy Access debate in the US Example of
horizontal and vertical regulatory competition Are Investors
Interested in Board Representation? Comparative Analysis: From
Proxy Access to List Voting?
Slide 3
1. Overview of the Proxy Access Debate in the US
Slide 4
Directors Elections Plurality voting Some corporations have
adopted majority voting No shareholders access to corporate proxy
NYSE Rule 452 (discretionary voting for uninstructed shares)
amended in 2009
Slide 5
North Dakota: NDPTCA 2007
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North Dakota: NDPTCA 2007 Delaware Responds: - Sections 112 and
113 DGCL 20082009 - 2010 SEC approves Rules 14a-11 and 14a-8(i)(8)
2011 Business Roundtable v. SEC: U.S. Court of Appeal D.C. vacates
Rule 14a-11
Slide 8
2. Are Investors Interested?
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3. From Proxy Access to List Voting
Slide 13
A diversified board, with representatives of minority
investors, is desirable: Empirical evidence (see Chernich et alt.,
2009); Controlling function; Proxy Access is not sufficient to
achieve that goal;
Slide 14
1. Joe 2. Mary 3. Linda 4. Rose 24% 6% JML
Slide 15
A diversified board, with representatives of minority
investors, is desirable: Empirical evidence (see Chernich et alt.,
2009); Controlling function; Proxy Access is not sufficient to
achieve that goal; Cumulative Voting v. List Voting
Slide 16
1. Joe 2. Mary 3. Linda 1. Rose 2. Rick 3. Paul 24% 6% JMR