Corporate Governance in Cyberspace - A Blueprint for Virtual Shareholder Meetings

Report (2005)

This paper analyses the rules regarding the internet-based exercise of shareholder rights for public corporations incorporated in Canada, France, Germany, the U.S. (DelGCL & RMBCA), the UK and Switzerland ... [more ▼]

This paper analyses the rules regarding the internet-based exercise of shareholder rights for public corporations incorporated in Canada, France, Germany, the U.S. (DelGCL & RMBCA), the UK and Switzerland. The traditional doctrine associates information, communication and voting with shareholder meetings. In addition, shareholder meetings regularly prompt reviews of management's activities exercised on behalf of shareholders by accountants or the judiciary. The analysis reveals that the current regimes of shareholder meetings merely provide for voting and information in the context of a digital environment, while communication and review is usually not replicated. The lack of all functions of traditional shareholder meetings is one reason of why exclusively virtual shareholder meetings have not gained widely spread acceptance across jurisdictions. Another reason is that a well-fitting design for the web-based exercise of shareholder rights does not yet exist. Thus, the paper develops an advisable design of Virtual Shareholder Meetings that replicates all for functions of traditional shareholder meetings, while it is likely to reduce shareholder apathy at the same time. It argues that enabling more frequent opportunities for voting is the logical consequence of the developments of continuous disclosure requirements and continuous buy/hold/sell-decisions by market participants. Therefore, the virtual exercise of shareholder rights should be achieved through (1) liberalizing currently existing legislative and practical barriers, and in particular, time and place restrictions on shareholder meetings; (2) re-integrating analyst and institutional investor meetings in the process of shareholder meetings, and (3) substituting for the traditional face-to-face accountability of managers to shareholders through specific electronic means. The latter involves, specifically, the use of RSS-Feed and XBRL-technologies for gathering and evaluating information, the use of the company's website as the central communication platform for management to shareholders and shareholders to shareholders, and the election of an independent shareholder rights manager (firm) by the shareholder body with procedural, technical, and organizational authority for organizing the exercise of shareholder rights. Ideally, the blueprint presented herein achieves the harmonization of voting behavior and market reactions, thereby furthering market efficiency. [less ▲]

The Need for Regulating Income Trusts: A Bubble Theory

in University of Toronto Faculty of Law Review (2005)

Shareholder Rigths Preceding Shareholder Meetings of Public Corporations - A Six Country Comparison

in European Company and Financial Law Review (2005)

Explicit and Implicit System of Corporate Control – A Convergence Theory of Shareholder Rights

E-print/Working paper (2004)

Part B. of the paper compares the basic concepts of shareholder control in Anglo-America and some states of Continental Europe. It introduces a new categorization between Implicit and Explicit Systems of ... [more ▼]

Part B. of the paper compares the basic concepts of shareholder control in Anglo-America and some states of Continental Europe. It introduces a new categorization between Implicit and Explicit Systems of Corporate Control. The first category refers to statutes that are enacted and construed with the belief that market forces influence managers. Shareholder rights to be exercised in direct contact with the corporation are thought to be relatively weak. This system is established in the Anglo-American world. In contrast, direct shareholder influence through voting and (even minority) shareholder monitoring constitute the fundaments of the Explicit System that traditionally prevailed, for example, in France and Germany. This paper provides historical, statutory and new empirical evidence from some Continental jurisdictions, and in particular Germany. It concludes that in Germany, shareholder meetings are part of Corporate Governance, while the Anglo-American corporate world traditionally understood this term to include only inter-board relationships. Part C. analyses the questions of whether, how and why Corporate Governance systems converge. This study suggests that Corporate Governance systems are likely to develop in Convergence Cycles: If a legal regime provides a particularly efficient solution to a specific problem, this solution will eventually be adopted by other Corporate Governance systems with an inferior system in respect of such problem. These Convergence Cycles will finally overcome the forces against formal convergence. The proposition of Convergence Cycles draws on historical, as well as new statutory and empirical evidence, collected by the author. Part D., finally, analyses the likely impact of convergence on ownership structures. It is likely that the answer to the question of which ownership structure is efficient depends on the stage of the business cycle that the firm is at. Firms within the same stage are likely to become more and more similar with respect to their ownership structures, until they reach an equilibrium that is set at a specific point for a particular group of firms. Thus, this paper adds a dynamic perspective to the static views that presently prevail in the debate upon the convergence of ownership structures. [less ▲]

Antitrust Issues in Software Industries – Comparative View

in University of Toronto Bell University Labs Research Paper (2004)

NaStraG - ein erster Schritt in Richtung Virtuelle Hauptversammlung für Namens- und Inhaberaktien

in Zeitschrift für Wirtschaftsrecht (2003)

Die Virtuelle Hauptversammlung - Momentaufnahme und Ausblick

in Zeitschrift für Bank- und Kapitalmarktrecht (2003)

Die Online-Hauptversammlung in Übernahmesituationen nach dem neuen WpÜG

in Zetzsche, Dirk Andreas (Ed.) Die Virtuelle Hauptversammlung (2002)

Bericht über die Diskussion betreffend die Referate Lutter, Stengel und Rosengarten

Report (2002)

Obermueller/Werner/Winden - Die Hauptversammlung der Aktiengesellschaft, Buchbesprechung

in Zeitschrift für Bank- und Kapitalmarktrecht (2002), (4.Auflage), 1134