Abstract
This chapter examines the most significant regulatory and financial industry reforms proposed or implemented to date that are meant to address the short-termism problem. These reforms are categorized into asset owner, intermediary and company manager reforms on the basis that each of these groups serves a distinct role within stock markets, and shirt-termism manifests differently in each role. The results of this analysis indicate that despite the significant discussion and many proposals, the actual output of short-termism-driven reform in all jurisdictions surveyed has been relatively modest, and of the implemented reforms, many are ‘light’ touch.
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Notes
- 1.
As noted previously, this is a UK community interest group purporting to represent interests of the entire equity ownership chain in the UK formed in 2014 based on a recommendation in Kay (2012) (Kay Review).
- 2.
Kay (2012, 9).
- 3.
As will be explored in Chapter 5, the assumption that long-term asset owners are more interested in long-term value than short-term shareholders may be problematic as evidence suggests long-term asset owners may knowingly pursue short-term returns at the expense of sustainable longer-term value. See the discussion generally in Fried (2015) and Dent (2010).
- 4.
Dallas (2012, 297).
- 5.
Quimby (2013, 389).
- 6.
Ibid.
- 7.
- 8.
See Quimby (2013).
- 9.
See synopsis in Hayden and Bodie (2008).
- 10.
LOI n° 2014-384 du 29 mars 2014 visant à reconquérir l’économie réelle (1) NOR: EFIX1322399L enacted in April 2014 (Florange Law).
- 11.
Ibid., Article 5.
- 12.
Shareholder Rights (2015).
- 13.
Johnson (2015).
- 14.
Trade unions exercise these interests through voting employee share schemes.
- 15.
Johnson (2015).
- 16.
Shareholder Rights (2015).
- 17.
See Delvoie and Clottens (2015, 20) where the authors discuss the introduction of legislation on loyalty dividends in 1994. As an example, L’Oréal France offers Loyalty Shares to registered shareholders who hold shares for two years. Online: http://www.loreal-finance.com/eng/registered-shares-loyalty-bonus.
- 18.
“Other Services—France: Loyalty Bonus Shares” (September 9, 2016) Clearstream. Online: http://www.clearstream.com/clearstream-en/products-and-services/market-coverage/europe-t2s/france/other-services---france/61430.
- 19.
See Delvoie and Clottens (2015, 21), where the authors confirm that such structure has been used since 2006, but there is no specifically legal basis for—or prohibition against—doing so.
- 20.
Directive (EU) 2017/828 of the European Parliament and of the Council, of 17 May 2017, amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (effective as of 9 June 2017).
- 21.
Delvoie and Clottens (2015, 23).
- 22.
Conaghan et al. (2017).
- 23.
For example, Ferrari N. V., a Netherlands company, indicates in the terms and conditions of its special voting shares that the purpose of its loyalty voting program is to reward the long-term ownership of common shares and promote stability of the company’s shareholder base. Online: http://corporate.ferrari.com/sites/ferrari15ipo/files/dms-20012424-v1-index_13_-_ferrari_terms_and_conditions_special_voting_.pdf.
- 24.
Temporary legislative amendments in July 2014 allowed Italian listed companies to modify their statutes via a simple shareholder majority vote to introduce double voting rights to shareholders owning shared for two years (Law Decree No. 91 of 24 June 2014, converted into law by Law No. 116 of 11 August 2014 amended the Legislative Decree No. 58 of 24 February 1998).
- 25.
Kay (2012, 63).
- 26.
Implementation (2014, 51).
- 27.
Directive (EU) 2017/828 of the European Parliament and of the Council, of 17 May 2017, amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (effective as of 9 June 2017) (EU Amended Shareholder Rights Directive).
- 28.
Jones (2015).
- 29.
SEC Rule 14a-11.
- 30.
Pub. L. 111–203, H.R. 4173 (Dodd-Frank Act).
- 31.
See Chapter 3, Sect. D.1.
- 32.
- 33.
Kastiel (2015).
- 34.
SEC, Proposed Rule Paper, Facilitating Shareholder Director Nominations, 2009, https://www.sec.gov/rules/proposed/2009/33-9046.pdf, at 50.
- 35.
Business Roundtable and Chamber of Commerce of the United States of America v Securities and Exchange Commission 647 F.3d 1144 (2011).
- 36.
Ibid., paras 1148–1149.
- 37.
See Kastiel (2015), which comprehensively summarizes the arguments for and against proxy access.
- 38.
Ibid.
- 39.
Konczal et al. (2015, 5).
- 40.
‘Dual Class Stock’ Investopedia. Online: http://www.investopedia.com/terms/d/dualclassstock.asp.
- 41.
Emspak (2017).
- 42.
- 43.
Modesto (2016).
- 44.
See, for example, “Dual Class Share Structures: The Cost of Control,” 21 July 2011. The Economist and the Commonsense Corporate Governance Principles 2016. Online: http://www.governanceprinciples.org/ which state that “[d]ual class voting is not a best practice.”
- 45.
See Chapter 8, Sect. A.1.c.
- 46.
Choo (2016).
- 47.
Lee (2017).
- 48.
What constitutes ‘excessive’ trading is not conclusively defined but appears to encompass HFT.
- 49.
Tax suggested in 1970s by economist and Nobel laureate, James Tobin, to impose a modest tax on all short-term financial transactions.
- 50.
“EU Proposal for a Council Directive implementing enhanced cooperation in the area of financial transaction tax”, COM (2013) 71, Brussels (EU FTT Proposal).
- 51.
- 52.
Respondents in the Kay Review consultation process did suggest long-term investors receive taxation concessions. However, this was rejected by Kay on the basis of irrelevance as it was determined most UK shareholders do not pay capital gains tax, as most UK taxpayers are able to take advantage of exemptions or structure their shareholdings to avoid such taxation (see Kay 2012, 62 and 84). Sir George Cox, in an independent review by Sir George Cox commissioned by the Labour Party Cox Review (26 February 2013), “Overcoming Short-termism within British Business: The key to sustained economic growth”, suggested a change to the capital gains tax rate (from 50 to 10% over 10 years) to incentivize longer-term shareholding.
- 53.
US Internal Revenue Code, 26 U.S.C. § 1. The current rates on long-term shareholdings have been the same since 2003, except the two lowest income brackets were reduced to 0% in 2008 as part of Obama’s platform to encourage investment in small business and assist struggling families (Obama-Bidden Plan 2008).
- 54.
Aspen Institute (2009, 3) (Aspen Report 2009).
- 55.
Chief Justice Strine’s comments on this topic are significant given Delaware’s prominence as a corporate domicile for most US companies.
- 56.
Strine (2015, 8–9).
- 57.
Jacobs (2015).
- 58.
H.R.1—An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018.
- 59.
See Chapter 3, Sect. D.1.
- 60.
As noted above, excessive trading is associated with HFT, and the short-termism concerns of HFT have been articulated as the costs of such trades which erode ultimate saver value (Aspen Institute, 2) and a negative trend in equity markets favoring trading over trust relationships (Kay 2012, 39).
- 61.
See the discussion in Strine (2015, 6–12).
- 62.
Ibid., 7–8, where Chief Justice Strine discusses the imposition of a less than 1% tax on any securities or derivative trade.
- 63.
Aspen Institute (2009, 3), which called for an excise tax but did not offer specifics.
- 64.
Strine (2015, 7–8).
- 65.
“Wall Street Reform”, The Office of Hillary Rodham Clinton. Online: https://www.hillaryclinton.com/issues/wall-street/.
- 66.
Schedule 13, UK Finance Act 1999.
- 67.
Kay Review Government Response (2014, 44).
- 68.
Ibid., 17.
- 69.
EU Proposal for a Council Directive implementing enhanced cooperation in the area of financial transaction tax’, COM (2013) 71, Brussels (EU FTT Proposal).
- 70.
“Financial Transactions Tax: UK launches legal challenge.” BBC News (20 April 2013).
- 71.
Maurice (2015).
- 72.
Speech of EU Commissioner Šemeta (4 February 2014). Online: http://europa.eu/rapid/press-release_SPEECH-14-92_en.htm?locale=en.
- 73.
Kay (2012, 73).
- 74.
Ibid., and Dallas (2012).
- 75.
See argument by Moore and Walker-Arnott (2014), that the informational centricity of modern markets pressures company managers to generate ‘fresh’ news demonstrating perceived business ‘progress’.
- 76.
Pearlstein (2009).
- 77.
Ernstberger et al. (2015).
- 78.
Introduced in Singapore Listing Rules (2002)—see “Singapore Exchange Amends Listing Rules”, Mondovisione (20 January 2002). Online: http://www.mondovisione.com/media-and-resources/news/singapore-exchange-amends-listing-rules—and Hong Kong Listing Rules (2011)—see “HKEx Proposes Mandatory Quarterly Reporting by Main Board Listed Companies from 2011 Year-End and Other HKEx Initiatives” Charltons (January 2009). Online: https://www.charltonslaw.com/hkex-proposes-mandatory-quarterly-reporting-by-main-board-listed-companies-from-2011-year-end-and-other-hkex-initiatives/.
- 79.
See the review in Ernstberger et al. (2015, 6–10).
- 80.
Kay (2012, 13).
- 81.
Implementation (2014, 19).
- 82.
Directive 2013/50/EU (EU Transparency Directive).
- 83.
UK Financial Services and Markets Act (Transparency) Regulations 2014 giving authority to the FCA to remove the requirement from the Disclosure and Transparency Rules in the FCA Handbook. https://www.handbook.fca.org.uk/.
- 84.
UK Financial Services and Markets Act (Transparency) Regulations 2014, Recital (4).
- 85.
Wallace (2015).
- 86.
Moore and Petrin (2017, 127).
- 87.
See the UK Investment Association. Online: www.theinvestmentassociation.org.
- 88.
See The Investment Association, ‘Supporting UK Productivity with Long-Term Investment: The Investment Association’s Productivity Action Plan’ (March 2016), 16. Online: https://www.theinvestmentassociation.org/assets/files/press/2017/20170901-productivityactionplan.pdf, as referenced in Moore and Petrin (2017, 127).
- 89.
- 90.
Merced and Phillips (2018).
- 91.
Higgins, Keith F, “International Developments—Past, Present and Future”, SEC Keynote Address at PLI (21 January 2016).
- 92.
“Singapore Exchange Reviewing Mandatory Quarterly Reporting”, Singapore Business Review (11 January 2016).
- 93.
Dallas (2012, 324).
- 94.
Ibid.
- 95.
Kay (2012, 13).
- 96.
The Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.
- 97.
Implementation (2014, 20).
- 98.
Financial Reporting Council, Guidance on the Strategic Report (June 2014).
- 99.
EU Recommendation 2014/208/EU.
- 100.
Directive 2014/95/EU, which was in place in EU Member States by December 2016.
- 101.
Aspen Institute (2009, 5).
- 102.
Strine (2015).
- 103.
Integrated Reporting. Online: http://integratedreporting.org.
- 104.
For example, see the Kay (2012), Recommendation 5.
- 105.
See Chapter 6, Sect. A.3.
- 106.
EU Amended Shareholder Rights Directive, Whereas Clause (15).
- 107.
Kay (2012), Recommendation 5.
- 108.
EU Market Abuse Regulation (596/2014).
- 109.
The UK Investor Forum. https://www.investorforum.org.uk/ (UK Investors Forum).
- 110.
Implementation (2014, 17).
- 111.
Corporate Governance Reform Green Paper. November 2016. UK Government Department for Business, Energy & Industrial Strategy.
- 112.
Kay (2012, 9–51).
- 113.
The Investor Forum. Online: www.investorforum.org.uk.
- 114.
Investor Forum—Collective Engagement Review 2017–2015. Online: https://www.investorforum.org.uk/review.
- 115.
See the definition of ‘securities lending’ at https://www.investopedia.com/terms/s/securitieslending.asp and the discussion of this concept termed ‘empty voting’, in Ali et al. (2014), and the issues with securities lending discussed in Croce et al. (2011, 8).
- 116.
Kay (2012, 31).
- 117.
Ibid.
- 118.
Ibid., Recommendation 10.
- 119.
Implementation (2014, 40).
- 120.
ESMA Guidelines for competent authorities and UCITS management companies on ETFs and other UCITS issues, ESMA/2012/832EN (UCITS Directive).
- 121.
For example, the Financial Services (Collective Investment Schemes) Act 2011 Financial Services (Collective Investment Schemes) (Amendment) Regulations 2016 in the UK.
- 122.
Managing almost €6 trillion in assets, UCITS account for approximately 75% of collective investments by small investors in Europe (EC Statement, 15 April 2014). Online: http://europa.eu/rapid/press-release_STATEMENT-14-121_en.htm.
- 123.
Barton and Wiseman (2014).
- 124.
“S&P Long-Term Value Creation Global Index Launched by S&P Dow Jones Indices.” Dow Jones Institutional News (21 January 2016).
- 125.
“Introducing the S&P LTVC Global Index.” S&P Dow Jones Indices, McGraw Hill Financial (January 2016). Online: file:///C:/Users/ASW/Downloads/introducing-the-sp-ltvc-global-index.pdf.
- 126.
“Schemes Support New S&P Index but Do Not Invest.” Global Money Management (22 January 2016).
- 127.
S.1744—115th Congress (2017–2018).
- 128.
Gad (2018).
- 129.
Summary of the Brokaw Act, ‘The Problem of Short-Termism & Activist Hedge Funds. Online: https://www.baldwin.senate.gov/imo/media/doc/3.7.16%20-%20Brokaw%20Act%201.pdf (Brokaw Act Summary), 1.
- 130.
Ibid.
- 131.
Ibid.
- 132.
Ibid.
- 133.
These are groups of activist investors who work in unison to gain control over the boards of listed companies. See the discussion in Lu (2016).
- 134.
Brokaw Act Summary.
- 135.
See the status of S.1744—Brokaw Act, 115th Congress (2017–2018). Online: www.congress.gov.
- 136.
See Chapter 6, Sect. A.1.
- 137.
Johnston and Morrow (2014).
- 138.
Kay (2012, 11 and 32).
- 139.
Ibid., 11.
- 140.
HeinOnline/Factiva search indicates the terms ‘stewardship/guiding principles’, ‘duty of care/fiduciary duty’ and ‘remuneration’ are cited most frequently of intermediary reforms identified in Appendix ‘A’ (Table 2) in the context of short-termism.
- 141.
Kay (2012, 12).
- 142.
https://www.frc.org.uk/investors/uk-stewardship-code (UK Stewardship Code).
- 143.
Kay (2012, 12).
- 144.
Implementation (2014, 11).
- 145.
Ibid.
- 146.
UK Stewardship Code, 4, principle 4.
- 147.
- 148.
Ibid.
- 149.
Principles for Responsible Institutional Investors, Japan’s Stewardship Code (26 February 2013).
- 150.
Japanese Financial Services Authority, “Stewardship Code; 227 institutional investors have signed up to the Principles for Responsible Institutional Investors as of April 5, 2018.” Online: https://www.fsa.go.jp/en/refer/councils/stewardship/20160315.html.
- 151.
‘Global Stewardship Codes’, Minerva Analytics (20 March 2017). Online: https://www.manifest.co.uk/portfolio/global-stewardship-codes/.
- 152.
Cheffins (2010).
- 153.
Wong (2015).
- 154.
Ibid.
- 155.
Chen (2015, 13).
- 156.
For example, the FRC indicated reporting by UK Stewardship Code signatories demonstrated many are not following through with their stewardship commitments (FRC Developments in Corporate Governance and Stewardship (January 2016). Online: https://www.frc.org.uk/getattachment/ca1d9909-7e32-4894-b2a7-b971b4406130/Developments-in-Corporate-Governance-and-Stewardship-2016.pdf, at 3).
- 157.
Financial Reporting Council, ‘Tiering of Signatories to the Stewardship’ (14 November 2016). Online: https://www.frc.org.uk/news/november-2016/tiering-of-signatories-to-the-stewardship-code.
- 158.
Ibid.
- 159.
‘UK Stewardship Code: And Then There Were Two (Tiers)’ Minerva Analytics (6 August 2017). Online: https://www.manifest.co.uk/uk-stewardship-code-frc-removes-requiring-improvement-category/.
- 160.
Implementation (2014, 11).
- 161.
Ibid.
- 162.
Stewardship Disclosure Framework. Online: http://www.plsa.co.uk/PolicyandResearch/Corporate-Governance/Stewardship/Stewardship-disclosure-framework.aspx.
- 163.
Ibid.
- 164.
- 165.
Ibid.
- 166.
Principles for Responsible Investment. Online: http://www.unpri.org/.
- 167.
Principles for Responsible Investment Annual Report 2017. Online: https://www.unpri.org/download?ac=3976.
- 168.
- 169.
See Busch and DeMott (2012) summarizing duties and standards of care owed to a client by asset managers in a number of jurisdictions, including the EU, UK and US.
- 170.
Dallas (2012, 364).
- 171.
See discussion in Miller (2013).
- 172.
Aspen Institute (2009, 5).
- 173.
Dodd-Frank Act, Title IX, Section 913 (g).
- 174.
Recommendation of the Investor Advisory Committee: Broker-Dealer Fiduciary Duty (November 2013). Online: http://www.sec.gov/spotlight/investor-advisory-committee-2012/fiduciary-duty-recommendation-2013.pdf, as discussed in ‘SEC’s Investor Advisory Committee Recommends Framework for Uniform Fiduciary Duty Governing Broker-Dealers and Investment Advisors’ Morgan Lewis (11 December 2013). Online: https://www.morganlewis.com/pubs/secs-investor-advisory-committee.
- 175.
Mothew (t/a Stapley & Co) v Bristol & West Building Society [1996] EWCA Civ 533.
- 176.
Kay (2012, 13).
- 177.
‘Fiduciary Duties of Investment Intermediaries’, UK Law Commission (4 June 2014) Law Com No 350. Online: http://www.lawcom.gov.uk/app/uploads/2015/03/lc350_fiduciary_duties.pdf.
- 178.
Ibid.
- 179.
Implementation (2014, 33).
- 180.
FSA was abolished when the Financial Services Act 2012 came into force on April 1, 2013.
- 181.
Markets in Financial Instruments Directive (2014/65/EU) and Markets in Financial Instruments Regulation (Regulation 600/2014) approved by the EC on 13 May 2014 (effective 2018), providing harmonized regulation for EU investment services.
- 182.
MiFID II Commission Press Release (14 January 2014).
- 183.
Aspen Institute (2009, 5 and 9)
- 184.
Kay (2012), Recommendation 16.
- 185.
Ibid.
- 186.
Implementation (2014, 37–39).
- 187.
Johnston and Morrow (2014, 29).
- 188.
UK Stewardship Code, 9, principle 6.
- 189.
EU Amended Shareholder Rights Directive, Article 3c.
- 190.
Thomas Minder initiative in English, ‘Maurice’s Musings’ (1 March 2013) (Minder Initiative).
- 191.
“Swiss vote for tough curbs on executive pay.” Aljazeera (3 March 2013).
- 192.
Swiss Federal Constitution, Article 93(3)(a), which provides shareholders may vote remotely online, but may not be represented by a governing officer of the company or a custodian bank.
- 193.
Kay (2012), Recommendation 17, 13.
- 194.
Ibid., 84–85.
- 195.
For how this process works in the UK see “Investing: How to Hold Shares”, London Stock Exchange website. Online: http://www.londonstockexchange.com/traders-and-brokers/private-investors/private-investors/about-share/how-hold-shares/how-hold-shares.htm.
- 196.
Implementation (2014, 52).
- 197.
Regulation (EU) No 909/2014 ‘On securities settlement and on Central Securities Depositories’ (CSD Regulation).
- 198.
BIS Research Paper No. 190, ‘Metrics and models used to assess company and investment performance’ (October 2014) (BIS Paper No. 190), 68.
- 199.
Ibid.
- 200.
Ibid.
- 201.
Kay (2012, 75–76).
- 202.
Ibid., Recommendation 13.
- 203.
Ibid., Recommendation 14.
- 204.
BIS Paper 190.
- 205.
Ibid.
- 206.
Ibid.
- 207.
See Chapter 2, Sect. B.2.
- 208.
Tonello (2006).
- 209.
Strine (2015, 26).
- 210.
Ibid., 43–44.
- 211.
SEC Staff Legal Bulletin No. 20 ‘Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms’ (30 June 2014).
- 212.
EU Amended Shareholder Rights Directive, Explanatory Memorandum, 2.
- 213.
Ibid., Article 3j.
- 214.
- 215.
Kay (2012, 77–79).
- 216.
See the definition of ‘vesting’ at https://www.investopedia.com/terms/v/vesting.asp.
- 217.
Bolton et al. (2006).
- 218.
Kay (2012, 78–79).
- 219.
Ibid., Recommendation 15.
- 220.
Implementation (2014, 42).
- 221.
UK Enterprise and Regulatory Reform Act 2013 and The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (UK Remuneration Regulations).
- 222.
Introduced for UK listed companies in 2000 and included in UK Companies Act, 2006 §439.
- 223.
Implementation (2014, 42).
- 224.
UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (2013 UK Regulations), Schedule 8.
- 225.
Frydman and Saks (2010, 2103).
- 226.
Organisation for Economic Co-operation and Development (OECD), Corporate Governance Factbook (2015, 96–97).
- 227.
A survey of jurisdictions with robust executive remuneration requirements as evidenced by the adoption of binding or advisory ‘say on pay’ requirements—including US, UK, EU, Switzerland, Netherlands, Sweden, Germany, France, Norway, and Australia—indicates disclosure is centered on reporting types of compensation and the relationship to performance generally. Although some ‘soft’ law governance codes—e.g. Norway and Australia—provide executive compensation should not lead to ‘short-termism’, specific reporting on how pay links to short and long-term strategy to the extent contained in the Remuneration Regulations is not provided.
- 228.
UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the predecessor legislation to the Remuneration Regulations, did not require reporting on the link between pay and short and long-term strategy.
- 229.
2013 UK Regulations, Schedule 8, item 26(a).
- 230.
Singapore Code of Corporate Governance 2012, Principle 1, Guideline 5.2 and 8.1.
- 231.
EU Amended Shareholder Rights Directive, Article 9a.
- 232.
Ibid., Article 9a(2) and (3).
- 233.
Ibid., Article 9b.
- 234.
Thomas Minder initiative in English, ‘Maurice’s Musings’ (1 March 2013).
- 235.
Swiss Federal Constitution, Article 95, Paragraph 3.
- 236.
Thanassoulis (2012).
- 237.
Dodd-Frank Act, Title IX, Subtitle E, Section 951.
- 238.
The Aspen Institute, “Pay vs. Performance Disclosure—Comments on Proposed Regulations.” (2015). Online: https://www.sec.gov/comments/s7-07-15/s70715-54.pdf.
- 239.
Aspen Institute (2009, 6).
- 240.
Strine (2015, 26).
- 241.
Implemented in August 2015 by an amendment to US securities regulation on executive compensation required as part of the Dodd-Frank reforms—SEC, ‘Pay Versus Performance’, Proposed Rule proposing amendments to Item 402 of Regulation S-K to implement Section 14(i) of the Securities Exchange Act of 1934.
- 242.
See Chapter 8, Sect. B.3.a.
- 243.
See summary in Dallas (2012, 355–357).
- 244.
Kay (2012, 58).
- 245.
Implementation (2014, 42).
- 246.
UK Companies Act 2006, Chapter 46 (UK Companies Act)
- 247.
Ibid., Section 172(1)(a).
- 248.
See Chapter 6, Sect. B.1.a.
- 249.
UK Companies Act 2006, Explanatory Notes, Note 299.
- 250.
For example, ‘Tomorrow’s Company, Future of Finance’ (long-term global effort led by CFA Institute focused on building long-term sustainable value), and ‘Generation Foundation’ (non-profit foundation focused on promoting sustainable capitalism).
- 251.
- 252.
See Institute of Directors (UK), Submission to the Kay Review (18 November 2011), Brazilian Institute of Corporate Governance, ‘Sustainability Guide for Companies’ (2008), Institute of Directors (Australia), ‘Curbing Excessive Short-Termism: A Guide for Boards of Public Companies’ (April 2013), Institute of Directors (New Zealand), ‘The Four Pillars of Governance Best Practice’ (2012), and King Report on Governance for South Africa (2009).
- 253.
See Chapter 3, Sect. 3.A.
- 254.
See discussion in Roe (2013, 979).
- 255.
Kay (2012, 10).
- 256.
Ibid., 13.
- 257.
Kay Implementation (2014, 47).
- 258.
Ibid., 49.
- 259.
Cremers et al. (2019).
References
Ali, Paul, Ramsay, Ian, and Saunders, Benjamin. 2014. “Securities Lending, Empty Voting and Corporate Governance.” May. CIFR Working Paper 023/2014.
Aspen Institute. 2009. “Overcoming Short-Termism: A Call for a More Responsible Approach to Investment and Business Management.” 9 September.
Barton, Dominic and Wiseman, Mark. 2014. “Focusing Capital on the Long Term.” January–February. Harvard Business Review. 44–51.
Bolton, P., Scheinkman, J., and Xiong, W. 2006. “Executive Compensation and Short-Termist Behavior in Speculative Markets.” 73:3 The Review of Economic Studies. 577–610.
Busch, D. and DeMott, D. 2012. Liability of Asset Managers. Oxford University Press: Oxford, UK.
Cheffins, Brian. 2010. “The Stewardship Code’s Achilles Heel.” November. 73:6 The Modern Law Review. 1004–1025.
Chen, Quin. 2015. “Japan Stewardship Code—What Investors Think (So Far).” May/June. 8:2 IPREO Newsletter. http://1igflvrxbfpltom39pcvljnx.wpengine.netdna-cdn.com/wp-content/uploads/2015/10/BetterIR_May_2015.pdf#page=13.
Choo, Rachel. 2016. “Dual-Class Share Structure in Singapore.” 22 December. Duan Morris & Selvam LLP. https://www.duanemorris.com/articles/dual-class_share_structure_in_singapore_1216.html.
Conaghan, Thomas P., Lesur, Lionel, Reighard, Lindsay, and Leroy, Loius. 2017. “Worldwide: Rewarding Long-Term Shareholders: European and US Loyalty Share Programmes.” 18 September. Mondaq http://www.mondaq.com/unitedstates/x/629580/Shareholders/Rewarding+LongTerm+Shareholders+European+And+US+Loyalty+Share+Programmes.
Cremers, K. J. Martijn, Pareek, Ankur, and Sautner, Zacharias. 2019. “Short-Term Investors, Long-Term Investments, and Firm Value: Evidence from Russell 2000 Index Inclusions.” 26 March. https://ssrn.com/abstract=2720248.
Croce, Raffaele D., Stewart Fiona, and Yermo, Juan. 2011. “Promoting Longer-Term Investment by Institutional Investors: Selected Issues and Policies.” 2011:1 OECD Journal: Financial Market Trends.
Dallas, Lynne L. 2012. “Short-Termism, the Financial Crisis, and Corporate Governance” 2011–2012. 37:2 The Journal of Corporation Law 265–364.
Delvoie, Jergen and Clotten, Carl. 2015. “Accountability and Short-Termism: Some Notes on Loyalty Shares.” 9:1. Law and Financial Markets Review. 19–28.
Dent, George. 2010. “Essential Unity of Shareholders and the Myth of Investor Short-Termism.” 35:1 Delaware Journal of Corporate Law. 97–150.
Emspak, Jesse. 2017. “GOOG or GOOGL: Which Stock Do You Buy? (GOOG, GOOGL).” 6 June. Investopedia. http://www.investopedia.com/articles/markets/052215/goog-or-googl-which-google-should-you-buy.asp.
Ernstberger, Jürgen, Link, Benedikt, Stich, Michael, and Vogler, Oliver. 2015. “The Real Effects of Mandatory Quarterly Reporting.” 15 April. SSRN Working Paper.
Fink, Larry. 2018. CEO Letter, BlackRock, Inc. January. https://www.blackrock.com/corporate/investor-relations/larry-fink-ceo-letter.
Fried, Jesse M. 2015. “The Uneasy Case for Favoring Long-Term Shareholders.” 124 The Yale Law Journal. 1554–1628.
Frydman, Carola and Saks, Raven E. 2010. “Executive Compensation: A New View from a Long-Term Perspective, 1936–2005.” 23:5 Review of Financial Studies. 2099–2138.
Gad, Sham. 2018. “What Are Hedge Funds.” 20 February. Investopedia. https://www.investopedia.com/articles/investing/102113/what-are-hedge-funds.asp.
Hayden, G. M. and Bodie, M. T. 2008. “One Share, One Vote and the False Promise of Shareholder Homogeneity.” 30:2 Cardozo Law Review. 445–505.
“Implementation of the Kay Review: Progress Report.” 2014. Department for Business Innovation & Skills. October.
Jacobs, Ben. 2015. “Hillary Clinton Decries Wall Street’s ‘Quarterly Capitalism’ in Tax Reform Pitch.” 24 July. The Guardian.
Johnson, Steve. 2015. “Protectionist’ French Law Alarms Investors.” 22 February. Financial Times.
Johnston, Andrew and Morrow, Paige. 2014. “Commentary on the Shareholder Rights Directive.” University of Oslo Faculty of Law Research Paper No. 2014-41.
Jones, Huw. 2015. “Deep Splits Among EU Lawmakers Over Shareholder Rights Reforms.” 20 January. Reuters.
Kay, John. 2012. “The Kay Review of UK Equity Markets and Long-Term Decision Making.” Final Report. July.
“The Kay Review of UK Equity Markets and Long-Term Decision Making: Government Response to the Committee’s Third Report of Session 2013–14.” 2014. Special Report of Session 2013–14, House of Commons. 22 October 2013.
Kastiel, Kobi. 2–15. “Proxy Access, SEC Uncertainty and Related Issues in 2015.” February 24. Harvard Law School Forum on Corporate Governance and Financial Regulation. https://corpgov.law.harvard.edu/2015/02/24/proxy-access-sec-uncertainty-and-related-issues-in-2015/.
Konczal, Mike, Mason, J. W., and Page-Hoongrajok, Amanda. 2015. “Ending Short-Termism: An Investment Agenda for Growth.” 6 November. The Roosevelt Institute.
Lee, Marissa. 2017. “SGX Says ‘Still Evaluating’ Feedback on Dual-Class Shares.” 22 September. The Straights Times. http://www.straitstimes.com/business/sgx-says-still-evaluating-feedback-on-dual-class-shares.
Lipton, Martin. 2015. “Legal & General Calls for End to Quarterly Reporting.” 19 August. Harvard Law School Forum on Corporate Governance and Financial Regulation. https://corpgov.law.harvard.edu/2015/08/19/legal-general-calls-for-end-to-quarterly-reporting/.
Lu, Carmen X. W. 2016. “Unpacking Wolf Packs.” 125:3 The Yale Law Journal. 560–795.
Maurice, Eric. 2015. “EU Financial Transaction Tax on Life Support.” 8 December. EU Observer. https://euobserver.com/economic/131435.
Merced, Michael J. de la and Phillips, Matt. 2018. “Trump Asks S.E.C. to Study Quarterly Earnings Requirements for Public Firms.” 17 August. DealBook. https://www.nytimes.com/2018/08/17/business/dealbook/trump-quarterly-earnings.html?rref=collection%2Fissuecollection%2Ftodays-new-york-times&action=click&contentCollection=todayspaper®ion=rank&module=package&version=highlights&contentPlacement=5&pgtype=collection.
Miller, P. 2013. “Justifying Fiduciary Duties.” 58:4 McGill Law Journal. 969–1023.
Modesto, Ryan. 2016. “The Case for Investing in Companies with Dual-Class Shares.” 18 April. Globe and Mail. https://beta.theglobeandmail.com/globe-investor/investment-ideas/research-reports/the-case-for-investing-in-companies-with-dual-classshares/article29638161/?ref=http://www.theglobeandmail.com.
Moore, Marc T. and Petrin, Martin. 2017. Corporate Governance: Law, Regulation and Theory. Palgrave Corporate & Financial Law: London, UK.
Moore, Marc T. and Walker-Arnott, Edward. 2014. “A Fresh Look at Stock Market Short-Termism.” 41:3 Journal of Law and Society. 416–445.
OECD. Corporate Governance Factbook. 2015.
Oyedele, Akin. 2017. “Here Is the Letter the World’s Largest Investor, BlackRock CEO Larry Fink, Just Sent to CEOs Everywhere.” 24 January. Business Insider UK. http://uk.businessinsider.com/blackrock-ceo-larry-fink-letter-to-ceos-2017–1?r=US&IR=T.
Pearlstein, Steven. 2009. “Wall Street’s Mania for Short-Term Results Hurts Economy.” 11 September. Washington Post. www.washingtonpost.com/wp-dyn/content/article/2009/09/10/AR2009091004224.html.
Pozen, R. and Roe, Mark. 2015. “Attacks on Quarterly Earnings Fall Short.” 9 October. The Wall Street Journal.
Quimby, P. Alexander. 2013. “Addressing Corporate Short-Termism Through Loyalty Shares.” 40:2 Florida State University Law Review. 389–414.
Roe, Mark J. 2013. “Corporate Short-Termism—In the Boardroom and in the Courtroom.” August 2013. 68. Business Lawyer 977–1006.
“Shareholder Rights in Europe: Short-Term or Short-Changed.” 2015. 2 May. The Economist.
Strine, Leo E., Jr. 2015. “Securing Our Nation’s Economic Future: A Sensible, Nonpartisan Agenda to Increase Long-Term Investment and Job Creation in The United States.” University of Pennsylvania Institute for Law & Economics Research Paper No. 15–41.
Thanassoulis, J. 2012. “Industry Structure, Executive Pay and Short-Termism.” 59:2 Management Science.
Thomas, Lizanne, Profusek, Robert A., and Ganske, Lyle G. 2010. “Dodd-Frank: Short-Title, Short-Termism.” July. Jones Day Publications. http://www.jonesday.com/dodd-frank/#_ftn1.
Tonello, Matteo. 2006. “Revisiting Stock Market Short-Termism.” Corporate/Investor Summit Series. The Conference Board.
Turner, Matt. 2016. “Here Is the Letter the World’s Largest Investor, BlackRock CEO Larry Fink, Just Sent to CEOs Everywhere.” 2 February. Business Insider UK. http://uk.businessinsider.com/blackrock-ceo-larry-fink-letter-to-sp-500-ceos-2016–2?r=US&IR=T.
Wallace, Tim. 2015. “Legal and General Scraps Quarterly Reporting.” 11 December. Telegraph.
Wong, Simon. 2015. “Is Institutional Investor Stewardship Still Elusive?” 24 September. Harvard Law School Forum on Corporate Governance and Financial Regulation. https://corpgov.law.harvard.edu/2015/09/24/is-institutional-investor-stewardship-still-elusive-2/.
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Willey, K.M. (2019). What Has Been Done to Correct Short-Termism?. In: Stock Market Short-Termism. Palgrave Macmillan, Cham. https://doi.org/10.1007/978-3-030-22903-0_4
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