Research Handbook on Shareholder Power

Edited by Jennifer G. Hill, Bob Baxt AO Chair in Corporate and Commercial Law, Director, Centre for Commercial Law & Regulatory Studies (CLARS), Faculty of LawMonash University, Australia and Randall S. Thomas, John S. Beasley II Chair in Law and Business, Director, Law and Business Program, Professor of Management, Owen Graduate School of Management and School of Law, Vanderbilt University, US

• Contents: PART ISHAREHOLDER POWER – THEN AND NOW1. Shareholder Power In America, 1800-2000: A Short HistoryHarwell Wells2. Agency Capitalism: Further Implications of Equity IntermediationRonald J. Gilson and Jeffrey N. Gordon3. Images of the Shareholder – Shareholder Power and Shareholder PowerlessnessJennifer G. HillPART IIIMPORTANT SHAREHOLDER CATEGORIES A. Institutional Investors4. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate GovernanceJohn C. Coates IVB. Hedge Funds5. US Hedge Fund ActivismFrank Partnoy6. Hedge Fund Activism In Europe: Does Privacy Matter?Marco Becht, Julian Franks and Jeremy Grant C. Controlling Shareholders7. Ownership and Control in Family Business Groups Around The WorldRonald W. Masulis, Peter Kien Pham and Jason Zein8. The Leximetric Research on Shareholder ProtectionMathias M. SiemsD. The State As Controlling Shareholder9. Shareholder Rights In China: From Book to ActionLi Guo and Gilbert HengPART IIIOWNERSHIP AND GOVERNANCE: THE EVOLVING RELATIONSHIP BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS10. Conceiving Corporate Commitment: Creation and ConfirmationColin Mayer11. Preserving Director Primacy by Managing Shareholder Interventions Stephen M. Bainbridge 12. Boards of Directors and Corporate Performance Under a Team Production ModelMargaret M. Blair13. Independent Directors and Controlling Shareholders Around The WorldGuido Ferrarini and Marilena FilippelliPART IVSHAREHOLDER POWER IN ACTION14. Serial Takeovers, Large Shareholders, and CEOs’ Equity-based Compensation Elena Pikulina and Luc Renneboog 15. Say On PayFabrizio Ferri16. Whose Law Is It?: Battling Over Turf in Shareholder Litigation James D. Cox PART VINTERNATIONAL PERSPECTIVES ON SHAREHOLDER POWERA. Europe17. Shareholders in the United KingdomPaul Davies18. Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: The Case of ItalyMassimo Belcredi and Luca Enriques19. Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AGWolf-Georg RingeB.USA and South America20. The Power of Shareholders in the United StatesRobert B. Thompson21. The Theory and Practice of Corporate Voting at US Public CompaniesRandall S. Thomas and Paul H. Edelman22. Corporate Control and Governance After a Decade From “Novo Mercado”: Changes in Ownership Structures and Shareholder Power in BrazilÉrica GorgaC. Asia23. Multiple Faces of Shareholder Power in Asia: Complexity RevealedDan W. Puchniak24. Dynamics of Shareholder Power in KoreaKon Sik Kim25. The Future of Japanese Corporate Governance: Japan’s Internal Governance and Development of Japanese-Style External Governance Through EngagementTakaaki Eguchi and Zenichi Shishido26. Shareholder Empowerment in Controlled Companies: The Case of SingaporeLuh Luh Lan and Umakanth Varottil27. Shareholder Power in IndiaGeorge S. GeisIndex

‘The most pressing challenge in corporate governance today is figuring out how to modulate the power given to public investors. Too little is harmful, but so is too much. Finding the sweet spot is very tricky. This Research Handbook makes the quest a little easier. It collects in one place a set of thoughtful and provocative essays, authored by leading academic experts from around the world, on a range of topics related to corporate governance and the power of shareholders. Very highly recommended.’