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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.

In this study the authors aim to comprehensively investigate the determinants of voting behavior in Turkey, with a specific focus on the dynamics of the center-periphery debate. Mainly, the authors focus on regional voting patterns during the period that is dominated by the Justice and Development Party (JDP/AKP) in the elections. The authors apply the random effects generalized least squares (GLS) methodology, and analyze electoral data covering four pivotal parliamentary elections (2007, 2011, 2015 and 2018) across all 81 provinces (NUTS III regions). The authors individually examine voting dynamics of the four major parties in parliament: the JDP/AKP, the Republican People's Party (RPP/CHP), the Nationalist Movement Party (NMP/MHP) and the Peoples' Democratic Party (PDP/HDP). The authors contribute to a comprehensive understanding of how socioeconomic cleavages, economic performance, party alignment and social dynamics shape voter preferences in the Turkish context, thereby addressing gaps in the existing literature.

This research employs an ecological study of Turkish NUTS III sub-regions, covering national elections from 2007 to 2018. The authors utilize the random effects GLS method to account for heteroscedasticity and time effects. The inclusion of the June and November 2015 elections enables a comprehensive analysis of the evolving dynamics in Turkish voting behavior. The results remain robust when applying pooled OLS and fixed effect OLS techniques for control.

The study's findings reveal that economic performance, specifically economic growth, plays a pivotal role in the sustained dominance of the JDP/AKP party. Voters closely associate JDP preference with economic growth, resulting in higher voting shares during periods of economic prosperity. Along with economic growth; share of agriculture in regions' GDP, female illiteracy rate, old population rate, net domestic migration, terrorism and party alignment are also influential factors in the Turkish case. Furthermore, differences among sociocultural groups, and East–West dichotomy seem to be important factors that reveal the impact of social cleavages to understand electoral choice in Turkey.

This study contributes to the existing literature by offering a comprehensive multidimensional analysis of electoral behavior in Turkey, focusing on the JDP/AKP dominance period. The main contribution of this study is its multidimensional perspective on the power bases of all main parties, considering key voter choice theories (cleavages, party alignment and retrospective economic performance voting) that have not been systematically analyzed in prior research. The main research question of this study is to examine which factors affect voting behavior in Turkey and how the dynamics of center-periphery or eastern-western region voting behavior under the JDP hegemony can be explained. The contribution of this study consists not only in its empirical testing of panel data approaches but also in its comprehensive analysis of four major political parties. Building upon existing studies in the literature, this research seeks to extend the understanding of voting dynamics for the four main parties in the parliament — JDP/AKP, RPP/CHP, NMP/MHP and PPDP/HDP — by delving into their dynamics individually, thereby expanding the scope of previous studies. This study aims to make a contribution by not only empirically testing panel data approaches but also conducting a comprehensive analysis of four major political parties. Furthermore, the separate inclusion of the 2015 elections and utilization of a panel data approach enrich the analysis by capturing the evolving dynamics of Turkish voting behavior. The study underscores the significance of socioeconomic factors, economic performance and social cleavages for voters' choices within the context of a dominant party rule.

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.

This paper aims to explore the problem of power imbalance within decentralized autonomous organizations (DAOs) and propose potential solutions that could contribute to enhancing the democratic nature of DAOs.

In this paper, the authors apply a qualitative methodology. Using a thematic coding analysis, the authors process data collected from interviews with 11 experts.

Multiple factors contribute to the perceived lack of democracy within DAOs, such as token concentration and effective stakeholder communication. Next, quadratic voting has the potential to enhance democracy within DAOs, but this mechanism must be implemented mindfully. Finally, the results were nuanced when it comes to the effectiveness of liquid democracy in DAOs to enhance voter participation and representation.

To the best of the authors’ knowledge, this paper is one of the first research contributions to propose recommendations to address the power imbalance within DAOs and to contribute to the advancement of decentralized decision-making structures.

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.