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We examine voting outcomes on shareholder governance proposals that seek annual elections for all the directors on the corporate board. We relate these voting outcomes to different ownership structure characteristics and a series of variables that are publicly available. The pattern of support indicates that proposals are generally successful when they are supported by large activist groups and when institutions hold a significant fraction of shares outstanding. Our evidence casts some doubt on the efficacy of the Rule 14A-8 mechanism, which limits the amount of information that can be provided to shareholders as part of the proposal.

To explain SEC Division of Corporation Finance Staff Legal Bulletin No. 14H (SLB 14H), which provides interpretive advice on how the Staff will treat shareholder proposals under the “directly conflicts” and “ordinary business” exclusions under Rule 14a-8.

Explains Rule 14-8 concerning the inclusion of shareholder proposals in a company’s proxy materials, Rule 14a-8(i)(9) on substantive bases for exclusion of shareholder proposals, guidance from SLB 14H on shareholder proposals that do and do not directly conflict with company proposals, Staff guidance prior to SLB 14H, the “ordinary business” exclusion under Rule 14a-8(i)(7), and how SEC staff guidance differs from the majority opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. on the ordinary business exclusion.

The SEC Staff’s new standard for conflicting proposals is likely to make it more difficult for companies to exclude a shareholder proposal that is different from a management proposal if the two proposals are not “mutually exclusive”. Staff guidance also states that companies may not exclude proposals focusing on a significant policy issue under the ordinary business exclusion if “the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote”.

Expert guidance from experienced securities and financial services lawyers.

This paper examines a legal bulletin issued by the staff of the Securities and Exchange Commission (SEC) in November 2017 that provides significant new guidance to SEC-reporting companies on the application of the “ordinary business” and “economic relevance” exceptions in Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 governs an SEC-reporting company’s obligation to include shareholder proposals in its proxy materials for a shareholder meeting.

This paper provides in-depth analysis of the new interpretive guidance against the background of continuing controversy between companies and shareholder-proponents over the bases on which companies should be permitted to exclude from their proxy materials proposals that proponents believe raise social, ethical or other policy issues that are appropriate for shareholder action.

In acting on a company’s request to exclude a proposal, the SEC staff must make difficult judgments regarding the connection between policy issues reflected in the proposal and the company’s business operations, which the company’s directors and officers seek to conduct free of inappropriate shareholder oversight. In the new guidance, the staff calls for assistance in making these judgments by soliciting greater board-level involvement in the exclusion determination and encouraging the company in its no-action submission to discuss the board’s analysis and decision-making process. Greater board participation should encourage a more probing assessment of the considerations weighed in these determinations.

This paper provides expert guidance on a major new SEC disclosure requirement from experienced securities lawyers.

The paper addresses the issue of change in Wikidata ontology by exposing the role of the socio-epistemic processes that take place inside the infrastructure. The subject of the study was the process of extending the Wikidata ontology with a new property as an example of the interplay between the social and technical components of the Wikidata infrastructure.

In this study, an interpretative approach to the evolution of the Wikidata ontology was used. The interpretation framework was a process-centric approach to changes in the Wikidata ontology. The extension of the Wikidata ontology with a new property was considered a socio-epistemic process where multiple agents interact for epistemic purposes. The decomposition of this process into three stages (initiation, knowledge work and closure) allowed us to reveal the role of the institutional structure of Wikidata in the evolution of its ontology.

This study has shown that the modification of the Wikidata ontology is an institutionalized process where community-accepted regulations and practices must be applied. These regulations come from the institutional structure of the Wikidata community, which sets the normative patterns for both the process and social roles and responsibilities of the involved agents.

The results of this study enhance our understanding of the evolution of the collaboratively developed Wikidata ontology by exposing the role of socio-epistemic processes, division of labor and normative patterns.

Purpose – Institutional investors are facing increased pressure and threats of legislation from the European Union to abandon passive ownership strategies. This chapter investigates the legal prerequisites for active ownership among institutional investors in two Scandinavian countries to highlight differences in the legal framework that potentially account for apparent dissimilarities in the practice of shareholder activism.

Design/methodology/approach – Data on shareholder proposals from Danish and Swedish annual general meetings from 2006 throughout 2010 suggest that institutional investors are approximately a thousand times more active in Sweden than in Denmark.

Findings – The comparative study of the legal framework for shareholder activism shows diminutive legal distance in general, however, we find that the shareholder-based nomination committee employed in Sweden constitutes an exception. This is relevant, as such a setup transfers power from the board of directors to the owners. Presumably, this reduces the impact of free-rider and collective action problems, and increases the shareholders’ inclination to make proposals, which is also what we find. Moreover, we find other differences in the legal framework that support the transfer of power to the owners.

Research implications – We contribute to literature by investigating the importance of local governance mechanisms created by the legal framework – an area where research is scarce. The chapter discusses how two classical theoretical dilemmas – free-rider problems and collective action problems among shareholders – can be reduced by the implementation of local corporate governance elements.

Originality/value – The chapter outlines the actual practice of shareholder activism, in terms of proposals, in Denmark and Sweden, and highlights divergent legal elements which theoretically transfer power to the shareholders. Thus, regulators should be aware of the impact by local governance mechanisms, and how shareholders react under different legal prerequisites.

Increased life expectancies and decreased birthrates have placed enormous financial pressure on the Social Security system. Because significant reforms are needed to ensure its financial solvency, our study examines the acceptability of proposals to reform the system. Given the potentially divergent views suggested by prior research, we selected participants from the following four groups (1) younger black taxpayers, (2) younger white taxpayers, (3) older black taxpayers, and (4) older white taxpayers. While there was agreement among the groups on several of the proposals, in general, the differences between the generations were more pronounced than the differences between the racial groups.

Competitions celebrate meritocratic values. Letting the best man or woman win leaves little room for human choice, since presumably the result follows from ascertaining the fact that someone did better than the rest. But in architectural competitions, appointing a winner involves human choice. An in-depth empirical investigation demonstrates that such human choice has the character of intuition and judgment. The choice of the winner preceded the process by which the winning design proposal was established as being better than the other proposals. We discuss the role of intuitive choices in architectural competitions and claim that they reflect necessity more than vice. They are ways around the fundamental incommensurability of the alternative design proposals. The garbage can model is used as a framework for making sense of the observed counterintuitive ways of decision making. Its attempt to theorize alternative forms of orderliness proves helpful, but on certain points our observations also suggest modifications to the model.

This chapter studies the social reproduction of the traditional heterosexual engagement ritual in which men propose marriage to women, even as many women now occupy positions of power, surpass men in educational attainment, and provide their own incomes. We draw from 37 semi-structured interviews with middle-class, heterosexual women in which they discussed their marriage proposals. We argue that three related types of socioeconomic incentives encourage women to participate in traditional proposals: (1) the social status of being chosen to marry, (2) the value of gifts, especially an engagement ring, which also reflects the fiancé’s implied taste, and (3) the proposal story itself as scrip for inclusion in heterosexual women’s social groups. By considering social factors that mediate relationships among women, we show that economic and status incentives are important explanations for the perpetuation of the traditional engagement ritual. Specifically, the middle-class, heterosexual women in our study exchange socioeconomic status in their female-centered reference groups for their participation in gender-normative relations with their male partners.

Entrepreneurship research has grown in both quality and quantity over the past decade, as many theoretical innovations and important empirical research findings have been introduced to the field. However, theoretical approaches to understanding entrepreneurship remain fragmented, and empirical findings are unstable across different contexts. This chapter describes features of a multi-level process view of new venture emergence that adds coherence to the entrepreneurship theory jungle and brings order to idiosyncratic empirical results, by explaining how ideas become organized into new ventures. The centerpiece of this effort is enactment theory, a general process approach specifically developed to explain organizing processes. Enactment theory – and Campbellian evolutionary theorizing more generally – has a long history of use within and across multiple levels of analysis. Consequently, the description here illustrates how organizing unfolds across multiple levels of analysis and multiple phases of development. After describing the theorizing assumptions and multi-level process view of new venture organizing, the chapter explores implications of applying this perspective by suggesting new research directions and interpretations of prior work. The aim is to advocate process theorizing as a more productive approach to understanding new venture emergence.

We investigate institutional investors’ trading behavior of acquiring firm stocks surrounding merger activities for the period 1992–2001. We label investment companies and independent investment advisors as active institutions and banks, nonbank trusts, and insurance companies as passive institutions. We analyze the trading behavior of active and passive institutions surrounding merger announcements and their eventual resolution. Our results indicate that active institutions significantly increase their holdings of acquiring firm stocks for mergers with higher announcement period abnormal return and this increase is more pronounced for stock mergers than cash mergers. Active institutions display preference for stock proposals at the merger announcement on the basis of their prior beliefs and this is explained by the “overreaction phenomenon.” However, they update their beliefs between announcement and final resolution as more information arrives into the market. Finally, active institutions appear to correct their overreaction behavior by displaying their greater preference for cash proposals as compared to stock proposals at the quarter of eventual outcome. The trading behavior of passive institutions suggests that these institutions disregard the market response of merger announcement in trading acquiring firm stocks at the announcement quarter. The passive institutions gradually update their beliefs and utilize the information released at the announcement in rebalancing their portfolios at the final resolution.