Proxy reform: the case for increased shareholder communication

Article Abstract:

The proposal for proxy reform that the SEC put forward in Jun 1991 would enhance the ability of shareholders to protect their interests when electing corporate directors by easing the rules that prevent the shareholders from discussing such elections among themselves. The Business Roundtable (BRT) and other business groups claim that proxy reform is not needed since shareholders already have adequate communication with management. However, the BRT's unawareness of widespread shareholder discontent proves that greater shareholder-management communication is necessary.

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Corporate governance reform: a practitioner's wish list

Article Abstract:

The SEC should reform the rules on proxy voting in a way that maximizes the efficiency of the system without favoring either corporate directors or shareholders. Moreover, the SEC should strive to give shareholders as much information as possible with which to decide how to vote. Specific reforms that would help achieve these goals include amending the Williams Act to give voting rights back to shareholders in tender offers for control and toughening the disclosure requirements for institutional investors.

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