米国におけるオンラインの株主総会

Virtual-only annual meetings seem to be gaining traction – as Broc blogged last summer, despite opposition from a number of prominent investor groups, the number of companies going virtual-only increased significantly in 2017. However, this Bloomberg article says that some big companies are having second thoughts about the virtual-only approach:

Railroad operator Union Pacific Corp. will revert to an in-person annual meeting this year, after its 2017 virtual-only gathering drew a shareholder rebuke and a proposal to end the practice, a company lawyer told the Securities and Exchange Commission in a letter dated Monday. ConocoPhillips is also backpedaling after investors objected to the oil producer’s online meeting last year.

“A virtual-only meeting is a totally disembodied event online — there’s no exchange or opportunity for investors to look the board in the eye,” said Tim Smith, a director at Boston-based Walden Asset Management who worked with shareholders of ConocoPhillips and Comcast Corp. opposed to virtual-only meetings.

The article points out that some investors prefer the hybrid meeting approach – where shareholders can attend in-person or online. However, according to Broadridge, only 1-in-5 virtual meetings last year adopted the hybrid approach.

via TheCorporateCounsel.net

普遍的な委任状(universal proxy cards)の強制適用について

The Securities and Exchange Commission today voted to propose amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees.

本社から離れた場所で開催する株主総会は,つまり…

M&A Law Profが面白い論文として,Temple大学のLi教授とNYUのYermack教授Evasive Shareholder Meetingsを挙げていました。

OK, I’ll just say it. I think David Yermack is the most talented selector of paper topics out there. His series of tailspotter papers was great.

この論文は,株主総会がどれくらい本社から離れているかと,企業の業績等についての相関関係を調べた実証研究です。

We study the location and timing of annual shareholder meetings. When companies move their annual meetings a great distance from headquarters, they tend to announce disappointing earnings results and experience pronounced stock market underperformance in the months after the meeting. Companies appear to schedule meetings in remote locations when the managers have private, adverse information about future performance and wish to discourage scrutiny by shareholders, activists, and the media. However, shareholders do not appear to decode this signal, since the disclosure of meeting locations leads to little immediate stock price reaction. We find that voter participation drops when meetings are held at unusual hours, even though most voting is done electronically during a period of weeks before the meeting convenes.

M&A Law Profは目の付け所が面白いと仰っています。確かに,なかなか思いつかないアプローチだと思います。実証研究が可能な程度のサンプルがあるテーマ(一万弱となっています)というのは思いの他多いのかもしれません。最近,実証研究のテーマを考えていたのですが,創造的になれば,幾らでもテーマというのはあるのだと思い知らされました。

via M&A Law Prof Blog, SSRN

CF Industries’ Shareholder Votes on ESG Issues

ESGは,environmental, social and governanceの略です。CF Industriesの株主総会に関するDavis Polkのblogでは,次のように伝えています。

A proposal seeking disclosure of corporate political contributions won 66% of the votes, a marked difference from the prior record of 53% for the same proposal at Sprint two years ago. Another proposal asking the company to provide a sustainability report on ESG issues resulted in the highest support any socially oriented proposal has ever received, with 67%. Finally, a proposal seeking board diversity passed with 51% of the shareholders in voting in favor, even though Glass Lewis recommended against it. Glass Lewis supported the other two proposals. ISS favored all three.

The success of these social proposals is surprising, while the overwhelming support received on the fourth proposal asking the board to eliminate supermajority voting standards is consistent with how these types of proposals have fared at other companies.

There were no obvious signs of any active campaigns against the company. At this year’s meeting, the company also included its own proposal to move to annual elections for directors after two consecutive years of shareholder proposals seeking declassification were supported by more than 90% of votes cast each time.

via Davis Polk Briefing Governance, EDGAR (2013), EDGAR (2012, declassification)