Essay On Shareholder Engagement

The literature on shareholder activism, proxy advisors, and the proxy voting process summarized in previous sections can be put into context with a case study on the recent DuPont (NYSE: DD) vs. Trian Fund Management Proxy Fight that occurred between 2014 – 2015. The DuPont vs. Trian Fund proxy fight, one of the largest proxy fights in history, will give insights into the influence and tactics of activist investors, the role of proxy advisors such as ISS and Glass Lewis, and mergers as a result of activist investors.

1.What are conversion factors? Why were conversion factors developed? How do they impact on which bond is cheapest to deliver? Under what conditions would there be no cheapest to deliver? Explain in detail.

Common stockholders are the basic owners of a corporation, but few stockholders of large corporations take an active role in management. Instead, they elect the corporation’s board of directors to represent their interests. Board members seldom get involved in the day-to-day management of the company. They establish the basic mission and goals of the corporation and appoint

In order to ensure effective regulation, the Sarbanes-Oxley legislation contains eleven sections that describe responsibilities of corporate boards (Engel, Hayes, & Wang, 2007). In case these responsibilities are not performed, criminal penalties are applied. The need for stricter financial governance laws created the global trend and such countries as Canada, Germany, France, Australia, Israel, Turkey and others also enacted the same type of regulations (Damianides, 2005). Today, the Sarbanes-Oxley legislation continues to play a fundamental role in the process of protecting the rights of investors and supporting a high level of investment attractiveness of the United States and companies that operate in the country. That is why this particular legislation can be considered as extremely benefiting for the national economy as well as investors.

Prior to the advent of the Sarbanes-Oxley Act of 2002, referred to herein as “SOX,” the board of directors’ pivotal role was to advise senior leaders on the organization’s strategy, business model, and succession planning (Larcker, 2011, p. 3). Additionally, the board had the responsibility for risk management identification and risk mitigation oversight, determining executive benefits, and approval of significant acquisitions (Larcker, 2011, p. 3). Furthermore, for many public organizations, audit committees existed before SOX and provided oversight of internal processes and controls. Melissa Maleske (2012) advised that the roles and responsibilities of the board were viewed “…from a perspective that the board serves management” (p. 2). In contrast, Maleske (2012) noted that SOX regulations altered the landscape “…to a perspective that management is working for the board” (p. 2). SOX expanded not only the duties of the board and the audit committee, but also the authority of these bodies (Maleske, 2012, p. 2).

ITC Ltd.’s strategy plan for compliance with the current acceptable standards or norms relative to social responsibility today is well thought out, especially for a company that sells potentially dangerous products, and try to meet and listen to all demands and laws in place since the start of their business. Even though in 2014 a new bill was passed for the majority of companies to build accountability and also have the government looking over the private sector (Banerjee, 2013). “The CSR provision requires affected companies to spend at least 2 percent of their average net profits made in the preceding three years on CSR” (Banerjee, 2013). Even though this bill has caused a lot of uproar for companies, ITC has actually already been

“The Act reviews the powers and structure of the Securities and Exchange Commission (SEC), credit rating organizations, and the relationships between customers and broker-dealers or investment advisers” (David S. Huntington, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 2010). It provides corporate governance and executive compensation reforms, such as proxy access, chairman and CEO disclosures, broker discretionary voting (Corporate Governance); say-on-pay, say-on-golden parachutes, broker discretionary, compensation committees, executive compensation claw backs (Executive compensation). In order to be active and operational, these provisions require further action by the SEC, the stock exchanges or other regulators except the say-on-pay, say-on-golden parachute and broker discretionary voting requirements. Most of

I agree with the advisory votes provision of the Dodd-Frank Act, because it serves as a valuable means of gauging the pulse of the collective shareholders’ interests. Since executive compensation is an important tool intended to align the interests of both the corporation and the shareholders, a system of assessing the shareholders’ interests is necessary – without it, the shareholders’ interests are in many ways left to speculation. Given the varied geographical locations of the shareholders and the regulations governing their ability to interact with one another, the advisory votes mandate affords the shareholders a collective voice and provides the board of directors with valuable feedback.

Sarbanes-Oxley is an Act that was enacted in 2002. The enactment was undertaken by the United States Congress thus making it a federal law. In addition, this Act was supported by Michael Oxley and Paul Sarbanes, represents a gigantic change to government securities law (Franzel, 2014). The motivation behind the enactment was to ensure that there was a legal framework that could help deal with the increased number of major corporate and accounting scandals that had been witnessed in the United States. Various sections of this bill are concerned with the roles and responsibilities that have to be played by the board of directors.

The aim of the organization is to make money for the shareholders and increase their profits. Companies tend to hold an annual meeting of the shareholders to discuss the progression of the business. Shareholders who identify issues within an organization in which they own stock may choose to meet immediately with the company’s board of directors. Once this meeting commences, they have the chance to point out deficiencies and find out what they plan to do to correct the matter. They may also offer input on methods to fix the issues that they are facing. For example, if staff shortage is a concern they can suggest hosting a job fair or teaming up with a staffing agency to increase the number of healthcare professionals. Another

The statement explains the company’s compensation philosophy and what the compensation program centers around. According the company’s philosophy, the compensation for named executive officers is made up of three components; salary, stock options, and performance-based bonuses. The fourth proposal to vote on is proposed by a stockholder. Southwest Regional Council of Carpenters Pension fund who is the beneficial owners of less than 100 shares, proposes for a director election majority vote standard. The company lists reasons as to why that is not a good fit for the board and recommends shareholders to vote against the proposal. The proxy statement lists three other stockholder proposals to vote on, if they are presented at the upcoming annual meeting. The board recommends that the shareholders vote against all the three proposals and gives explanations for what is best for the

Categorized by the natures, shareholders are recognized as the banks, trusts, insurance companies, private equity fund, public pension funds, religious groups, worker unions or a unique individual who is a natural person. They can be divided into the majority or minority shareholders, institutional or individual shareholder based on the group sizes and functions. The majority or institutional shareholders are continually believed to play an unprecedented role in corporate governance. King (2009) believes one of the major reasons for market failures connecting with governance is due to the absence of institutional shareholders. From the view of the sponsor’s motivations, the shareholders are financial activists who focus on the firm’s performance and social activists who pay more attention to corporate social responsibilities. Within the limit of this research, we differentiate the sponsors population into two distinct groups: the gadfly group that represent for all hyperactive individual shareholders and the other shareholder groups which include all other remain shareholder

“activist” seems to be fading. Even the current Chairwoman of the Securities and Exchange Commission,

o Weakness: there is a societal imbalance in the distribution of resources, and it is virtually impossible for courts/legislatures to make important decisions that do not make someone worse off

k. Stulz demonstrated the correlation between management’s control of voting rights and its impacts shareholder wealth. Specifically, there is an optimal level of management’s control of the right to vote and its corresponding impact on shareholder’s wealth. Management can also change the fraction of the votes it controls through capital structure changes (Stulz, 1988).