|
|
|
| Shareholder Activism |
|
| Shareholder activism is the way
in which shareholders can assert their power as owners of
the company to influence its behaviour. Activism covers a
broad spectrum of activities. Activism includes “voting
with ones feet” (exit), private discussion or public
communication with corporate boards and management, press
campaigns, blogging and other e-ways of public “naming
and shaming”, openly talking to other shareholders,
putting forward shareholder resolutions, calling shareholder
meetings and – ultimately - seeking to replace individual
directors or the entire board. |
|
In some cases shareholder activism is directed against
other large shareholders, not against directors. Shareholder
activism can be collaborative, in particular when it is
conducted in private.
Shareholder activism is controversial.
Proponents argue that companies with active and engaged
shareholders are more likely to be successful in the long
term than those that are left to do what they choose.
Vigilant shareholders are said to play the role of fire
alarms and their mere presence can alleviate managerial
or boardroom complacency. When companies perform poorly,
shareholders activists are said to play the role of fire
brigades that bring about change and more quickly than
would have been the case had the fire brigade been on
strike.
Opponents say that "shareholder activism" is
a euphemism for disruptive, uninformed, populist ranting
or
"take the money and run". In its extreme forms
activism is said to be an extortion scheme that weakens
strong companies. More fundamentally, there is disagreement
about how much power shareholders should delegate to corporate
boards and when direct shareholder action becomes necessary
and on what terms. In some countries, organized labour
is accused of using shareholder activism tactics as a
capitalist tool in the class struggle.
Scientific research on shareholder activism started in
the United States and has mostly focused on public activism
by institutional investors in the late 1990s. The results
are well documented in a number of literature
surveys and not altogether encouraging: “A small
number of American institutional investors … spend
a trivial amount of money on overt activism efforts…
Institutions achieve the effects on firm performance that
one might expect from this level of effort - namely, not
much.“ (Black 1998) “Most evidence indicates
that shareholder activism can prompt small changes in target
firms’ governance structures, but has negligible impact
on share values and earnings“ (Karpoff 2001)
Shareholder activism is, of course, not confined to the
United States and the latest research suggests that shareholder
activism can be more successful in other parts of the world.
At the same time, the nature of activism is changing, also
in the United States. There is heightened interest in new
activism players – like hedge funds – and new
tactics they use, like derivatives dealing and stock lending.
The ECGI itself does not take a position on these matters.
Rather, the purpose of the Institute is to generate research,
stimulate debate and disseminate best practice. In these
pages therefore, you will find links to proprietary ECGI
research and other references to material on this important
topic. They are continuously developed as new information
becomes available.
|
|
Research Interests
The following ECGI Research members have research interest in this area (click name to see biography and contact details): |
 |
Julian Franks (London Business School) :
Randall Thomas (Vanderbilt University Law School and Owen School of Management) :
|
|
| ECGI
Working Papers |
 |
The History of Corporate Governance Brian Cheffins, University of Cambridge and ECGI (ECGI Law Series 184/2012) January 2012 |
 |
The Effect of Liquidity on Governance Alex Edmans, University of Pennsylvania - The Wharton School,
NBER and ECGI, Vivian W. Fang, Rutgers University Emanuel Zur, City University of New York - Baruch College (ECGI Finance Series 319/2011) October 2011 |
 |
Revisiting shareholder activism at AGMs: Voting determinants of large and small shareholders Christoph Van der Elst, Tilburg Law School, Ghent University and ECGI (ECGI Finance Series 311/2011) July 2011 |
 |
Institutional Investors as Minority Shareholders Assaf Hamdani, The Hebrew University and ECGI, Yishay Yafeh, The Hebrew University, CEPR and ECGI (ECGI Law Series 172/2010) November 2010 |
 |
Foreign Investor Activism in Japan: The First Ten Years Yasushi Hamao, University of Southern California, Kenji Kutsuna, Kobe University, Pedro Matos, University of Southern California (ECGI Finance Series 290/2010) June 2010 |
 |
Hedge Fund Activism in Europe Marco Becht, ECARES, Université Libre de Bruxelles, CEPR and ECGI, Julian Franks, London Business School, CEPR and ECGI, Jeremy Grant, University of Cambridge (ECGI Finance Series 283/2010) May 2010 |
 |
Shareholder Activism through the Proxy Process Luc Renneboog, Tilburg University and ECGI, Peter Szilagyi University of Cambridge. (ECGI Finance Series 275/2010) March 2010 |
 |
Subverting Shareholder Rights: Lessons from News Corp.'s Migration to Delaware Jennifer Hill, University of Sydney, Vanderbilt University and
ECGI (ECGI Law Series 143/2010) March 2010 |
 |
Does Governance Travel Around the World? Evidence from Institutional Investors Reena Aggarwal, Georgetown University, Isil Erel, Ohio State University, Miguel Ferreira, Universidade Nova de Lisboa and ECGI, Pedro Matos, University of Southern California (ECGI Finance Series 267/2010) January 2010 |
 |
The Rise and Fall (?) of Shareholder Activism by Hedge Funds John Armour, University of Oxford and ECGI, Brian Cheffins, University of Cambridge and ECGI (ECGI Law Series 136/2009) September 2009 |
 |
Shareholder Activism through Proxy Proposals: The European Perspective Peter Cziraki, Tilburg University, Luc Renneboog, Tilburg University and ECGI, Peter Szilagyi, Judge Business School – University of Cambridge (ECGI Finance Series 252/2009) June 2009 |
 |
Behind the Scenes: The Corporate Governance Preferences of Institutional Investors Joseph McCahery, University of Amsterdam, Tilburg University and
ECGI, Zacharias Sautner, University of Amsterdam, Laura Starks, University of Texas at Austin (ECGI Finance Series 235/2009) February 2009 |
 |
Corporate Governance and Value Creation: Evidence from Private Equity Viral Acharya London Business School, NYU-Stern, CEPR and ECGI, Moritz Hahn, Ludwig Maximilians University Munich and Conor Kehoe,McKinsey & Company, Inc. (ECGI Finance Series 232/2009) January 2009 |
 |
Embattled CEOs Marcel Kahan, New York University School of Law, Edward Rock, University of Pennsylvania (ECGI Law Series 116/2009) December 2008 |
 |
Do UK institutional shareholders monitor their investee firms? Marc Goergen, University of Sheffield Management School and
ECGI, Luc Renneboog, Tilburg University and ECGI, Chendi Zhang, University of Sheffield Management School (ECGI Finance Series 208/2008) April 2008 |
 |
Hedge Fund Activism in the Enforcement of Bondholder Rights Marcel Kahan, New York University, Edward Rock, University of Pennsylvania Law School (ECGI Law Series 100/2008) March 2008 |
 |
The Returns to Hedge Fund Activism Alon Brav, Duke University, Wei Jiang, Columbia University, Frank Partnoy, University of San Diego, Randall Thomas, Vanderbilt University (ECGI Law Series 098/2008) March 2008 |
 |
Corporate Social Responsibility and Managerial Entrenchment Giovanni Cespa, CSEF, Università di Salerno, and CEPR, Giacinta Cestone, CSEF, Università di Salerno, CEPR, and ECGI. (ECGI Finance Series 157/2007) April 2007 |
 |
The One Share - One Vote Debate: A Theoretical Perspective Mike Burkart, Stockholm School of Economics, CEPR, FMG and
ECGI, Samuel Lee, Stockholm School of Economics. (ECGI Finance Series 176/2007) May 2007 |
 |
Hedge Funds and Governance Targets William Bratton, Georgetown University Law Center and ECGI (ECGI Law Series 080/2007) February 2007 |
 |
Hedge Fund Activism, Corporate Governance, and Firm Performance Alon Brav, Duke University, Wei Jiang, Columbia University, Frank Partnoy, University of San Diego, Randall Thomas, Vanderbilt University
(ECGI Finance Series 139/2006) September 2006 |
 |
Hedge Funds in Corporate Governance and Corporate Control Marcel Kahan, School of Law, New York University and Edward Rock, School of Law, University of Pennsylvania (ECGI Law Series 076/2006) July 2006 |
 |
Hedge Fund Activism April Klein, Department of Accounting, Taxation & Business Law, New York University and Emanuel Zur, Leonard N. Stern School of Business, New York University (ECGI Finance Series 140/2006) September 2006 |
 |
Returns to Shareholder Activism: Evidence from a Clinical Study of the Hermes U.K. Focus Fund Marco Becht, Free University of Brussels (VUB/ULB) - ECARES, and ECGI, Julian Franks, London Business School, CEPR and ECGI, Colin Mayer, Said Business School, University of Oxford, CEPR and ECGI, and Stefano Rossi,
Stockholm School of Economics (ECGI Finance Series 138/2006) December 2006 |
 |
Empty Voting and Hidden Ownership: Taxonomy, Implications, and Reforms Henry Hu, University of Texas Law School and Bernard Black, University of Texas at Austin - School of Law, McCombs School of Business, University of Texas at Austin and ECGI (ECGI Law Series 064/2006) updated April 2006 |
 |
Board Models in Europe. Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy Klaus Hopt, Max Planck Institute for Foreign Private and Private International Law, Hamburg & ECGI and Patrick C. Leyens, Max Planck Institute for Foreign Private and Private International Law, Hamburg (ECGI Law Series 018/2004) January 2004 |
|
| Press Coverage |
|
|
| Activist Investors,
Hedge Funds and Corporate Governance conference |
| Organised
by the University of Amsterdam and Vanderbilt
University, this conference took place on 8-9 March
2007 at the Hotel Grand, Amsterdam. See: |
 |
Programme and papers |
|
| Shareholder Activism
in the United Kingdom conference |
 |
This
conference, which was organised by the LBS
Centre for Corporate Governance, the Journal
of Applied Corporate Finance and the ECGI in February
2006, presented the first results of an independent
study of shareholder activism in the UK. The study
was co-authored by Professor
Marco Becht, ECARES,
Université Libre de Bruxelles, Professor
Julian Franks, Centre for Corporate Governance,
London Business School, Professor Colin Mayer,
Said Business School, and Professor Stefano
Rossi, Stockholm School of Economics.
See: |
|
 |
The
Conference programme |
 |
A short report
on the Conference proceedings |
 |
Video recording of the proceedings |
 |
LBS
Centre for Corporate Governance |
 |
Journal
of Applied Corporate Finance report (Volume 18 Number
2 Spring 2006) |
Bibliography |
| Surveys
of available US evidence |
 |
Jonathan Karpoff
(2001), The
Impact of Shareholder Activism on Target Companies: A Survey
of Empirical Findings |
 |
Gillan, Stuart L.
and Starks, Laura T., "A
Survey of Shareholder Activism: Motivation and Empirical Evidence"
(1998). |
 |
Black, Bernard S.,
"Shareholder Activism and Corporate Governance in
the United States" . As published in The
New Palgrave Dictionary of Economics and the Law, vol. 3,
pp. 459-465, 1998 |
 |
Romano, Roberta,
"Less Is More: Making Shareholder Activism A Valued
Mechanism Of Corporate Governance" (May 14, 2000).
Yale
Law & Economics Research Paper No. 241; and Yale ICF Working
Paper No. 00-10; Yale SOM Working Paper No. ICF - 00-10 |
| Previous work
on the UK |
 |
Black, Bernard S.
and Coffee Jr., John C., "Hail Britannia?:
Institutional Investor Behavior Under Limited Regulation"
. As published in Michigan
Law Review, Vol. 92, pp. 1997-2087 (1994) |
 |
Faccio M and M.A.
Lasfer, 2000, Do Occupational Pension Funds Monitor
Companies in which they Hold Large Stakes? Journal
of Corporate Finance pp 6, 71-110. |
 |
Julian Franks, Colin
Mayer and Luc Renneboog, Who Disciplines Management
in Poorly Performing Companies?, Journal
of Financial Intermediation, Volume 10, Issues 3-4, , July
2001, pp 209-248. |
|
Any comments
and suggestions for additional links and references are
very welcome. Please click here
to feedback these to the ECGI.
Alternatively, join in a discussion
and online debate with academics and practitioners through
the ECGI List. |
|
|