Activist Shareholders in Corporate Governance: The Australian Experience and its Comparative Implications

Description

This book explores the regulatory challenges of public company shareholder activism. Around the world, policy makers, practitioners and academics debate how best to regulate shareholder activism. Using Australia as a case study, the book examines key issues raised by this debate. With a market structure and legal settings that are conducive to activism, Australia makes an ideal case study and provides a fresh comparative perspective on the regulatory debate about shareholder activism, which tends to be dominated by US-focused analysis and commentary. The book presents empirical evidence which reveals that Australian activism is a significant and multifaceted phenomenon, undertaken by different types of activists pursuing varying strategies and supported by a range of complementary market developments. The book uses this evidence to develop comparative insights and explore internationally topical issues, including: This book provides an important comparative perspective on the topic of shareholder activism. It is an essential resource for policy makers, practitioners and academics interested in the regulatory implications of shareholder activism. Acknowledgements Contents Abbreviations and Defined Terms Table of Cases Table of Statutes and Regulations 1. Introduction 1.1. What is Shareholder Activism? 1.2. Shareholder Activism and Australia 1.3. The Comparative Significance of Australia 1.4. Structure of the Book 2. The Shareholder Activism Debate 2.1. The Broader Debate about Shareholder Participation in Corporate Governance 2.2. The Shareholder Activism Debate 2.3. The Shareholder Activism Debate and the Comparative Significance of Australia 3. The Setting for Australian Activism 3.1. The Australian Listed Equities Market 3.2. Public Company Share Ownership Trends 3.3. Ownership at the Firm Level 3.4. The Australian Regulatory Setting 3.5. Conclusion 4. The Evidence of Australian Shareholder Activism (I) 4.1. Investigating Interventionist Campaigns in 2013–16 4.2. Third Party Data and Research on Interventions 4.3. Other Evidence of Interventionist Activist Campaigns 4.4. Conclusion 5. The Evidence of Australian Shareholder Activism (II) 5.1. Participation in Routine Company-Convened Shareholder Meetings 5.2. Behind-the-Scenes Engagement Practices 5.3. The Role of Governance Intermediaries in Leveraging Shareholder Influence 5.4. Conclusion 6. The Nuances and Significance of Australian Shareholder Activism 6.1. The Nuances of Australian Activism 6.2. The Significance of the Australian Experience 6.3. Conclusion 7. Revisiting the Regulatory Debate (I): Shareholder Resolutions
Law Reform 7.1. Introduction 7.2. Background 7.3. Whether there is a ‘Utility Gap’ and How a Right to Pass
Declaratory Resolutions Might Address it 7.4. Shareholders’ Annual Say on Pay: Highlighting the
Utility of Declaratory Resolutions 7.5. Why Don’t Shareholders Give Themselves a Right to Pass
Declaratory Resolutions Through Constitutional Change? 7.6. The Design of a Statutory Right to Propose Declaratory
Resolutions 7.7. Conclusion 8. Revisiting the Regulatory Debate (II): Regulating Collective
Shareholder Activism 8.1. Introduction 8.2. The Corporate Control Implications of Collective Action 8.3. Collective Action and Takeover Laws: The Australian
Regulatory Setting 8.4. ASIC’s Efforts to Strike a Balance between Corporate
Governance and Takeover Regulation 8.5. The Questionable Corporate Governance Utility of RG 128 8.6. The Contestable Nature of ASIC’s Views Regarding the
Risks, and Difficulty, of Providing Greater Latitude for
Collective Action 8.7. Adopting a More Accommodating Regulatory Stance
Towards Collective Action: Overseas Initiatives 8.8. The Potential for More Expansive Regulatory Relief for
Collective Action in Australia 8.9. Conclusion 9. Conclusion 9.1. The Nature of Australian Activism: Insights for Australia 9.2. The Comparative Relevance of Australia 9.3. The Intricacy of Shareholder Power Bibliography Index