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In late January 2003, the Securities and Exchange Commission (SEC) adopted new rules for investment advisers under the Investment Advisers Act of 1940 (Advisers Act) requiring them to adopt and disclose to clients proxy voting policies and procedures. Concurrently, the SEC adopted new rules for registered investment companies (funds) under the Investment Company Act of 1940 (1940 Act) requiring them to disclose their proxy voting policies and procedures to their shareholders and to file their voting records with the SEC. The compliance dates for the new Rules are approaching fast. The Rules should have a significant impact on disclosure of proxy voting by advisers and funds. In a recent survey it conducted, Institutional Shareholder Services (ISS) noted that, of the approximately 3,700 fund groups that will be affected by the Rules, only eleven funds publicly disclose their proxy voting policies on their public websites. Of the eleven funds, seven disclose their proxy voting records and none discloses its policies with respect to conflicts of interest.

The purpose of this paper is to investigate whether cumulative voting can help ease the conflicts between board of directors and minority shareholders.

The authors use voting result of shareholder proposals as an indicator of the level of conflicts between board and minority shareholders. OLS regression and non‐parametric Kruskal‐Wallis tests have been applied in the analysis.

It was found that cumulative voting can help ease the conflicts between board of directors and minority shareholders. Also, the tension between board and minority shareholders is affected by both corporate governance factors and a company's stock performance.

In general, the research result indicates that cumulative voting is still an effective mechanism that can lower investors' costs on monitoring boards of directors.

Considering the huge amount of resources used in shareholder campaigns, the research result indicates that cumulative voting can be an efficient choice to alleviate the confrontation between dissenting shareholders and board of directors.

With the change of minority shareholder structure, it is necessary to examine whether the corporate world needs to reconsider the adoption of cumulative voting.

The authors use a novel proxy, voting results of investor proposals, to measure the conflicts between board of directors and minority shareholders. This is also one of the few papers focusing on the monitoring cost side of the agency cost problem in corporate governance literature.

The current scenario shows increased adoption of off-chain voting applications in decentralized autonomous organizations (DAOs) to avoid complexity and costs for user engagement in their governance. This paper aims to comprehend the trends and patterns within the DAO community with off-chain voting systems and blockchain usage.

This exploratory study uses a two-pronged quantitative approach, combining descriptive statistical analysis and fuzzy-set qualitative comparative analysis. Input data from different DAO proposals and votes were analyzed.

Results indicate that the 179 DAOs analyzed account for 26,538 proposals and 1,268,474 followers of the entire Snapshot base in January 2023, showing high concentration in engagement. The preferred social media communication channels are Twitter and GitHub, showing a decrease of Ethereum as a main chain, with Polygon and Binance Smart Chain already accounting for 22%. Basic voting can lead to greater user involvement in the voting process.

This study complements the traditional governance theory perspective and advances in the emerging literature on DAOs and blockchain with an empirical analysis.

As blockchain technology gains increasing adoption, comprehending trends and patterns within the DAO community becomes pivotal in identifying opportunities and challenges for innovation and improvement.

Findings can facilitate the development of improved governance models and decision-making processes for DAOs, leading to a more robust and sustainable ecosystem.

This study presents a broader IT-based governance foresight via blockchain while providing an understanding of the voting process, technology features and governance mechanisms for social community engagement and decision-making in DAOs.

This study investigates how the interrelated elements of organizational roles – activities, motives, resources and relationships – are mobilized to construct a code of conduct for the proxy advisory (PA) industry in Europe.

This qualitative study uses archival documents from three consecutive regulatory consultations and 16 interviews with key stakeholders. It analyzes how different stakeholder groups (i.e. PA firms, investors, issuers and the regulator) perceive and mobilize the elements of PA firms’ role to construct the accountability regime’s boundaries (accountability problem and action, and users and providers of accounts).

This study shows how PA firms, investors, issuers and the regulator refer to the perceived motives behind PA firms’ activities to construct an accountability problem. The regulator accepted the motives of an information intermediary for PA firms’ role and required PA firms to develop a corresponding accountability action: a code of conduct. PA firms involved in developing the code of conduct formalized who is accountable to whom by aligning this accepted motive with their activities, relationships, and resources into a common role.

The study highlights how aligning role elements to reflect PA firms’ common roles enables the construction of an accountability regime that stakeholders accept as a means of regulation. Analyzing the role elements offers insights into the development and functioning of accountability regimes that rely on self-regulation. We also highlight the role of smaller regional firms in helping shape transnational accountability regimes.

The study of cause lawyers has focused heavily on the private sector, but both public and private attorneys bring voting rights litigation. This chapter first situates voting rights litigation within cause lawyering, as described by Scheingold and Sarat. It then suggests criteria for analyzing cause lawyering across public and private sectors and applies them to the attorneys who have done the majority of voting rights litigation for American Indians: The Voting Section of the U.S. Department of Justice's Civil Rights Division and the Voting Rights Project of the American Civil Liberties Union. The chapter suggests that the public and private attorneys are more similar than one might expect in their motivation, relationship to clients, and range of political strategies used. Their organizational practice sites differ greatly, but the dynamics of the public practice site confirm that Voting Section attorneys are cause lawyers.

In this chapter, we assess the ownership characteristics for the companies in our sample. For this, we do not only use ownership concentration measures such as the Herfindahl–Hirschman index but also voting power measures since ownership and voting power are not necessarily equivalent. We find that, in line with previous studies, ownership concentration and voting power of large shareholders is generally higher in continental European countries, which has important implications for corporate governance.

This chapter is a case study of the valuation of voting rights in France and Italy. New regulations, France’s “Florange Law” as well as Italian Legislative Decree 91/2014, have created additional voting rights attached to the existing shares of long-term shareholders. The chapter tests whether stock price evolution is consistent with the valuation of voting rights as per existing research.

Results show that stock prices of the float do not factor in the dilution created by loyalty voting rights. The chapter argues that the dilutive effect of the new regulations has a negative impact on stock valuation, but that this is more than offset by taking into account real options. These results address the concern that the new policies would depress stock valuation in France and Italy.

Blockholders can behave opportunistically because small shareholder voting suffers from coordination problems. In this chapter, we investigate the features of small shareholder voting using a theoretical framework. Specifically, we investigate when defeating a blockholder’s resolution is optional for shareholders. Regulatory initiatives that facilitate communication between small shareholders or focus on institutional investors and corporate governance tools that alter or add the threshold in the voting game also contribute to solving the coordination problem. These corporate governance initiatives can increase the relevance of AGMs in Europe.

The chapter investigates three channels through which private benefits are hypothesized to be extracted in dual class companies: excess executive compensation, excess capital expenditures and excess cash holdings.

With a propensity score matched sample of S&P 1500 dual class and single class companies with concentrated control, the chapter analyzes the relationship between the valuation discount of dual class companies and measures of excess executive compensation, excess capital expenditure and excess cash holdings.

Executives in dual class firms earn greater compensation relative to their counterparts in single class firms. This excess compensation is more pronounced when the executive is a family member. The value of dual class shares is discounted most when cash holdings and executive compensation of dual class are excessive. Excess compensation is highest for executives who are family members of dual class companies. The dual class discount is not related to excess capital expenditures.

The research shows that the discount in the value of dual class shares in relation to the value of closely controlled single class company shares is directly related to the channels through which controlling shareholder-managers can extract private benefits.

Since we have seen in the previous chapter that only small part of the shareholder rights is harmonized at the European level, we explore the national regulations in this and the subsequent chapter. In this chapter, we focus in particular on procedural and information rights, including the organization of the meeting, forum rights and the disclosure of ownership information. We find that, inter alia, there are many differences in the national provisions regarding shareholder forum rights, despite article 9 of the Shareholder Rights Directive that provides shareholders with the right to ask questions. Also in the meeting’s organization there are large differences between countries, for example, regarding the use of EGMs.