Business Roundtable, Statement on the Purpose of a Corporation (Aug. 2019)

See also WLRK, WLRK

Barbara A. Bliss et al., Negative Activism, 97 Washington University Law Review (forthcoming)

  • Barbara A. Bliss et al., Negative Activism, 97 Washington University Law Review (forthcoming)

Shareholder activism has become one of the most important and widely studied topics in law and finance. To date, popular and academic accounts have focused on what we call “positive activism,” where activists seek to profit from positive changes in the share prices of targeted firms. In this Article, we undertake the first comprehensive study of positive activism’s mirror image, which we term “negative activism.” Whereas positive activists focus on increasing share prices, negative activists take short positions to profit from decreasing share prices.

via Harvard

日本経済新聞「株主総会、実のある対話へ法改正 株主提案に上限案」(2018年1月15日)

もう一つの柱である取締役会改革では、社外取締役の設置の義務付けが焦点だ。主に上場会社を対象に義務付ける案と、現行のまま義務付けない案を併記する。義務付けには企業経営の透明性向上に期待する声がある。一方、東京証券取引所の上場企業の9割超が社外取締役を設けており、あえて義務付ける必要はないとの見方もある。

WSJ, Three, Four, Five? How Many Board Seats Are Too Many?

Directors at public companies spend an average of 248 hours a year for each board served, up from nearly 191 hours in 2005, according to surveys by the National Association of Corporate Directors. The tallies cover tasks such as attending meetings, travel and chats with management. “It’s more of a job now,” observed Peter Gleason, the association’s president.

Outsourcing the Board

In this groundbreaking work, Stephen Bainbridge and Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current “monitoring” role, the authors find the reasons for this requirement to be wanting. Instead, they propose that corporations be permitted to hire other business associations—known as “Board Service Providers” or BSPs—to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. Outsourcing the Board should be read by academics, policymakers, and those within the corporations that will benefit from this change.