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Purpose – Investor activism is the attempt by a dissident shareholder to alter firm behavior by filing a shareholder resolution with the firm. Faced with a shareholder resolution, management can either oppose it or attempt to negotiate a settlement. This study examines the factors that would cause a firm to adopt a compromise position with a dissent investor.

Methodology – A logistic regression is run in which the result of the shareholder resolution (whether or not a compromise has been researched) is a function of the topic of the resolution, the proposer of the resolution, and the firm’s history of compromising on previous shareholder resolutions. The model is tested using a sample of 762 shareholder resolutions filed in Canada over an eleven-year period from 2000 to 2010.

Results – The results indicate that compromise is more likely to occur when the shareholder resolution addresses an environmental or social responsibility issue, and when the dissident shareholder is an investment or mutual fund.

Practical implications – Institutional and mutual funds control the financial resources necessary for the firm’s survival. As such, firms are more likely to compromise when these powerful investors put forward shareholder resolutions. Furthermore, firms are more likely to compromise when the resolution does not address the core activities of the firm.

Originality – This study examines the factors that encourage Canadian firms to adopt a compromising strategy when confronted by dissident shareholders.

In this chapter, we assess shareholder voting behaviour in our sample of seven European Member States. We consider the AGM’s agenda, shareholder proposals, rejected voting items and dissent rates. Our research shows, inter alia, that certain voting items receive higher dissent rates than others. These are, for instance, director elections and say-on-pay resolutions. Other voting items, such as the approval of the annual accounts, are merely a formality.

Given the urgency to address the climate change crisis, the purpose of this study was to investigate the impact of 12 macro-level antecedents on energy and environmental (E&E) shareholder activism in 12 developed countries. Focus was placed on shareholder-initiated E&E resolutions.

Panel regressions were used to evaluate the relationships between the macro-level antecedents and two dependent variables, namely, the number of shareholder-initiated E&E resolutions filed and voting support for these resolutions.

The number of shareholder-initiated E&E resolutions filed increased slightly over the research period (2010–2019) but received very little voting support on average. Most of the 1,116 considered resolutions centred on the adoption or amendment of nuclear and environmental policies. Several resolutions called for improved E&E reporting. A significant relationship was found between the number of shareholder-initiated E&E resolutions filed and the rule of law.

The empirical evidence confirmed limited voting support for shareholder-initiated E&E resolutions and the importance of the rule of law in advancing the E&E social movement.

As the E&E social movement is gaining momentum, listed companies in the considered countries are likely to experience more pressure from shareholder activists.

To achieve participatory and inclusive climate governance, shareholder activists should collaborate more closely with other challengers in the E&E social movement, notably policy makers and those promoting the rule of law.

The authors considered macro-level antecedents of E&E shareholder activism that have received scant attention in earlier studies. Social movement theory was used as a novel theoretical lens.

Central clearing counterparties’ (CCPs) specific loss allocation mechanism is reflected in the specific resolution regime designed at the international level. At the same time, international guidance texts require equity to bear losses first in resolution. This creates a tension that immediately exposes resolution authorities to potential claims from CCPs’ shareholders. The purpose of this paper is to seek possible options to solve that tension, thereby enabling a workable and credible resolution regime for CCPs.

The paper analyses the current tension between the no creditor worse-off (NCWO) counterfactual for CCPs and the “equity bears first losses in resolution” principle. It then considers six different options to solve this tension, ranging from a revision of insolvency law to the modification of the loss-allocation structure.

The paper concludes that additional layers of capital contribution, adapting the contractual arrangements or articles of incorporation and/or the creation of a specific NCWO counterfactual for shareholders could help in solving the identified tension.

The paper presents options on how to design a workable and credible resolution regime for CCPs that would enable resolution authorities to exercise their powers and have the flexibility to intervene at an early stage in recovery to prevent the exhaustion of available financial resources, without being unduly exposed to claims.

The paper contributes to the literature on CCP resolution. It is one of the first to analyse the articulation between the loss-allocation structure of CCPs, the NCWO principle and shareholders’ rights. We hope that this paper will encourage further literature to develop on this important subject.

This study aims to examine the role of institutional investors (using proxy voting and voice) in influencing the decisions and governance landscape of their investee firms.

The authors use exploratory research design due to the underdevelopment of the problem phenomena, especially in the context of emerging economies. Using asset management companies (AMC) as a proxy for institutional investors, the authors use a multiple case study design. This design was relevant in the setting as it assured triangulation by studying the same phenomenon across firms with distinct characteristics. The authors sourced the data for the multiple cases from primary sources (such as semi-structured interviews) and secondary sources (such as official Webpages and social media pages of AMC and examination of archival documents). Finally, the authors used qualitative content analysis to analyse the data.

The findings suggest that shareholder activism by institutional investors has grown in India over the period, particularly in matters related to corporate governance, related party transactions, remuneration and compensation. These AMC in India use proxy voting services for advising on voting resolutions in their investee companies. However, voting by AMC does not generally affect resolution results. This is particularly true in the presence of a high concentration of promoter holdings in investee companies.

The study is a novel attempt in an emerging market context to explore the role of institutional investors in influencing firm decisions and improving the governance landscape of the company using proxy voting and voice. This is especially important as the institutional framework in emerging markets is not as strong as in developed markets.

An effective bank resolution regime requires taking action while the bank still has positive net worth and shareholder claims still have economic value. Such actions raise a number of legal issues with respect to the rights of shareholders. This paper aims to consider how to strike a balance between the need to protect the legitimate rights of shareholders and the need for a prompt and rapid action and a failure resolution mechanism that minimizes disruptions to the financial system and preserves market discipline.

The paper examines the nature of the shareholders' rights and the legal protection afforded to them. In the European context, the relevant sources of law are the European Convention on Human Rights and the applicable community legislation. It considers different options for resolution within this framework ranging from a pre‐packaged resolution decided by the shareholders ex ante to the outright divestiture of the shareholders once certain regulatory thresholds are breached while the bank still has positive net worth.

The curtailment of shareholder rights should seek to generate appropriate incentives for shareholders and other stakeholder and achieve broad objectives of enhancing predictability and maintaining public goods, while at the same time providing for due process, proportionality and adequate compensation.

The paper presents options on how to reform existing frameworks in order to facilitate bank restructurings in a crisis.

The paper discusses key elements that policy makers need to consider in the design of a regulatory framework for early intervention and resolution.

This study aims to foster a deeper understanding of socio-ethical shareholder activism by outlining the corporate campaigning strategies of a UK-based non-governmental organisation (NGO) and by assessing their impact on both institutional investors and the practices of two multinational companies. As we move into a world where shareholder ownership is becoming more democratised, shareholder activism is gaining prominence in the USA, Europe and Asia, opening new avenues for participation in corporate governance by stakeholders such as NGOs who have traditionally been uninvolved in corporate decisions.

The article adopts a qualitative methodology and case study research design. It relies on semi-structured interviews, analysis of documents and participant observation.

First, the study sheds light into the ways in which NGOs are connecting themselves to the financial sector. It argues that they can pursue their political goals by framing their arguments in a way that emphasises the short-term financial risks/benefits for investors. Secondly, it demystifies the term “shareholder activism”, transforming it from an action tool belonging only to big and powerful institutions, to a tool which gives other stakeholders such as NGOs and ordinary people a real stake in companies’ affairs. What is more, the study highlights the divergent nature of institutional shareholder activist intervention in the USA and the UK.

Given the generally long-term nature of shareholder campaigns, which can sometimes span over several years, it could be beneficial to adopt a longitudinal research design. Future research can endeavour to focus on a number of different campaigns over a period that exceeds three years.

The research has implications for NGOs adopting a shareholder activist campaigning model and for policy makers aiming to encourage investor stewardship.

The fact that the research field of NGO socio-ethical shareholder activism is relatively new and under-explored by academia, coupled with the growing incidence of the phenomenon in the UK and across the world, as well as its potential benefits for society as a whole, renders further investigation into the topic necessary.

Action from activists is at the origin of many initiatives that end up injecting moral concerns into the way companies operate. In such instances, activists function as moral entrepreneurs that lastingly change the definition of what constitutes morally acceptable corporate behavior. Yet, in order to have such a lasting effect on companies, activist efforts need to pass through multiple stages that deal with both the effective mobilization of their own constituents and the triggering of corporate responses that can induce broader change in the economy. In the present chapter, the authors study how local shareholder activists initiated and helped sustain the process that led to the establishment of active ownership in Switzerland between 1997 and 2011. Active ownership refers to the active engagement of shareholders with firms to push them toward considering environmental, social, and corporate governance criteria in their decision-making. The case illustrates the processual nature of moralizing dynamics initiated by activists and emphasizes the long-term and cumulative nature of many moralization projects.

The purpose of this paper is to discuss the issues surrounding “say‐on‐pay” legislation in the USA; evaluate the corporate governance alternatives to “say‐on‐pay” legislation; recommend a policy encouraging enhanced executive accountability; and suggest research questions pertaining to “say‐on‐pay” proposals and executive compensation for scholars to pursue.

The paper takes an exploratory approach to discussing and analyzing the issues surrounding “say‐on‐pay” legislation in the USA and offering an alternative corporate governance approach to enhancing executive performance.

The paper finds that whether an annual non‐binding “say‐on‐pay” policy is instituted or not within a company is not the crux of the executive compensation issue. What is important is whether concerned shareholders have the ability to have proxy access and successfully pass such a resolution, thereby exercising shareholder pressure on the board of directors to implement a corporate policy of equating appropriate executive compensation with managerial performance. Moreover, this improvement in board‐shareowner engagement, along with expanded disclosure of executive compensation packages, will assist in obviating the need for the exercise of a draconian shareholder resolution to remove directors.

This paper offers an in‐depth review of the “say‐on‐pay” legislative and corporate governance controversy; places the issue in the context of effective corporate governance; recommends a reasoned approach to executive compensation accountability; and offers a list of research questions for corporate governance and human resource management scholars to pursue.

The purpose of this paper is to explore the possible use of arbitration in disputes involving claims against directors. It takes as its starting point a recent decision of the English Court of Appeal, Fulham Football Club [1987] Ltd v. Richards, in which the Court confirmed the enforceability of an arbitration agreement in proceedings where one of the defendants was the company chairman, and asks how far this case is representative of a general trend.

The methodology adopted is comparative, with particular but not exclusive reference to laws in the USA, the UK, France and Germany. The paper examines case law and literature in three intersecting areas. First, it notes the existence of distinctive approaches to corporate governance which broadly correspond to those of common law and civil law (outsider and insider) jurisdictions. Second, it reviews the relative significance in different jurisdictions of public and private law mechanisms for enforcing compliance with the rules designed to ensure good governance. Finally, to the extent that private enforcement is relevant, it explores how far intra‐corporate disputes are considered arbitrable in the selected jurisdictions.

It is apparent that the function performed by claims against directors in some jurisdictions – notably the USA and to a lesser extent the UK – is performed by other mechanisms elsewhere. In Germany, for example, actions for the annulment of company resolutions are a common form of intra‐corporate dispute. A trend towards the use of arbitration to resolve intra‐corporate disputes can be observed, but this may be limited to cases where there is a desire to preserve the relationship between the parties – which is frequently not the case where claims against directors are involved. Where that relationship is already damaged beyond repair, litigation may offer greater advantages.

There is, nevertheless, a lack of empirical data as to the actual use of arbitration – as compared to litigation – in intra‐corporate disputes in the jurisdictions under consideration.

The main value of this paper is thus to clarify the parameters of a field for further investigation.