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Institutional shareholder participation has long been considered as vital to good corporate governance yet its potential does not seem to have been realized. The recent banking crisis exposed the passivity of some institutional shareholders, many of whom appear to have chosen to sell their stakes in the banks rather than intervene or challenge the board when they realized the strategies followed by the banks were excessively risky. Institutional shareholders’ role to scrutinize and monitor the decisions of boards and executive management in the banking sector in the UK is considered by many to be a failure, resulting in the phenomenon of ‘ownerless corporations’, as described by Lord Myners. In China, despite the fast rising of institutional investment in the securities market, institutional shareholders have not yet played a contributory role in monitoring corporate managers in listed companies. Drawing on empirical evidence this book seeks to systematically analyses institutional shareholders’ incentives to activism to explain when and why shareholder activism will occur. The book puts forward a model which explains the factors that determine institutional shareholders’ propensity for activism. The model both elaborates the collective benefits of activism as a means of achieving managerial accountability asks whether and when shareholder activism is rational for any individual shareholder. The book then goes to on to apply these finding to both the UK and China in order to explain the varying levels of shareholder activism in each jurisdiction. The book is the first to take an in-depth look at institutional share-holder activism in China providing prescriptions to promote greater shareholder engagement and exploring the potential it holds for improving corporate governance in the region.
Institutional shareholder participation has long been considered as vital to good corporate governance yet its potential does not seem to have been realized particularly in light of the recent banking crises. Drawing on empirical evidence this book analyses institutional shareholders' incentives to see when and why shareholder activism will occur. The book explains the factors that determine institutional shareholders' propensity for activism and applies these finding to both the UK and China in order to explain the varying levels of shareholder activism in each jurisdiction.
This report reflects long-term, in-depth discussion and debate by participants in the Latin American Roundtable on Corporate Governance.
Institutional shareholder participation has long been considered as vital to good corporate governance in the UK, and increasingly recognized as, at least potentially, an important part of Chinese corporate governance too. But its potential does not yet seem to have been realised. The reasons for that are undoubtedly complex, and this thesis seeks to understand that complexity, and to offer some (modest) proposals to promote greater shareholder engagement. At the core of the thesis? explanation of shareholder activism is the model it seeks to develop to explore the factors that determine institutional shareholders? propensity for activism. This model is built up in several stages, running across the whole thesis. The first?setup? stage is composed of a two-step analysis. It first elaborates the collective benefits of activism as a means of achieving managerial accountability. The second step switches to the individual level of analysis, asking whether and when shareholder activism is individually rational i.e. rational for any individual shareholder. The thesis considers two inquires as essential to determine engagement for individual institutional investors: whether the temptation to free-ride that faces an individual shareholder can be overcome and whether a shareholder?s individual benefits from action exceed its individual costs. The model suggests that, in working out the strength of the temptation to free-ride, and the balancing of costs against benefits? much will depend upon the governance or regulatory environment, upon the type of institutional shareholder concerned, and upon the form of activism being undertaken. This thesis adds in as much empirical knowledge as can reasonably be currently gathered about these three variables both for the UK and for China. The application of the model explains the remarkable contrast in respect of the level of institutional shareholder involvement between the UK and China. The small presence of institutional investment and the lack of awareness of the importance of institutional shareholder activism are considered as two of the most relevant contributory factors to the comparatively passive institutional shareholder involvement in China. Moreover, besides working as an explanatory model, identifying those factors which contribute most significantly to the form and level of shareholder activism, the model also allows prescriptions to be developed for improving the environment for shareholder activism primarily (although not exclusively) in China.
First Published in 2000. Routledge is an imprint of Taylor & Francis, an informa company.
The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies. More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.
The Foundations and Anatomy of Shareholder Activism examines the landscape of contemporary shareholder activism in the UK. The book focuses on minority shareholder activism in publicly listed companies. It argues that contemporary shareholder activism in the UK is dominated by two groups; one, the institutional shareholders whose shareholder activism is largely seen as a driving force for good corporate governance, and two, the hedge funds whose shareholder activism is based on value extraction and exit. The book provides a detailed examination of both types of shareholder activism, and discusses critically the nature of, motivations for and consequences following both types of shareholder activism. The book then locates both types of shareholder activism in the theory of the company and the fabric of company law, and argues that institutional shareholder activism based on exercising a voice at general meetings is well supported in theory and law. The call for institutions to engage in more informal forms of activism in the name of 'stewardship' may bring about challenges to the current patterns of activism that institutions engage in. The book argues, however, that a more cautious view of hedge fund activism and the pattern of value extraction and exit should be taken. More empirical evidence is likely to be necessary, however, to weigh up the long terms benefits and costs of hedge fund activism.
The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies. More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.
Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.