Résumé : The Securities and Exchange Commission is publishing this adopting release to codify the Meaning of Rule 14a-8(i)(8) under the Securities Exchange Act of 1934. Rule 14a-8 provides shareholders with an opportunity to place certain proposals in a company’s proxy materials for a vote at an annual or special meeting of shareholders. Subsection (i)(8) of the Rule permits exclusion of certain shareholder proposals related to the election of directors. The Commission is adopting an amendment to Rule 14a-8(i)(8) to provide certainty regarding the meaning of this provision in response to a recent court decision.
Quel système permet le mieux aux investisseurs et aux émetteurs (et, derrière eux, aux consommateurs) d’exprimer leurs préférences, de les réconcilier et de les mettre en équilibre le plus efficacement et au moindre coût? Entre le monopole et la concurrence réglementaires, quel processus permet de découvrir la réglementation la plus efficace?
En définitive, toute la question est de savoir si l’équilibre délicat entre la garantie de marchés financiers efficaces pour les émetteurs et le maintien d’une protection adéquate pour les investisseurs est mieux assuré au Canada par des institutions et processus centralisés ou décentralisés.
Un document méritant d'être lu pour poursuivre la réflexion en attendant la suite des choses...
“Several foreign jurisdictions give their companies the right to adopt indefinite poison pills (making themselves essentially immune to takeover),” Scotiabank wrote in its submission to the panel. “By contrast, Canada has one [of] the most liberal regimes, in which it's a matter of when, not whether, a poison pill will have to be dropped.”
“In the case of a hostile takeover, the focus is exclusively on the short-term interests of shareholders rather than the longer-term interest of the company, even when the shareholder base has shifted substantially over the course of the company coming into play.
While such laws benefit shareholders, they can discourage directors from resisting foreign takeovers and considering the broad implications of a particular bid,” the submission states. “This has clearly been the case in Canada, where there are few, if any, instances where a board has chosen, following a proper review of a takeover bid, to let management continue with its strategy.”
Abstract : Financial economists and commercial providers of governance services have in recent years created measures of the quality of firms' corporate governance which collapse into a single number (a governance index or rating) the multiple dimensions of a company's governance. The aim of this paper is twofold, to analyze the performance of corporate governance indices in predicting corporate performance, and to consider the implications for public policy that follow from that assessment. We highlight methodological shortcomings of the extant papers that claim a relation between particular governance measures and corporate performance. Our core conclusion is that there is no consistent relation between governance indices and measures of corporate performance. Namely, there is no one “best” measure of corporate governance : the most effective governance institution appears to depend on context, and on firms' specific circumstances. It would therefore be difficult for an index, or any one variable, to capture critical nuances for making infored decisions. As a consequence, we conclude that governance indices are highly imperfect instruments for determining how to vote corporate proxies, let alone for portfolio investment decisions, and that investors and policymakers should exercise caution in attempting to draw inferences regarding a firm's quality or future stock market performance from its ranking on any particular corporate governance measure. Most important, the implication of our analysis is that corporate governance is an area where a regulatory regime of ample flexible variation across firms that eschews governance mandates is particularly desirable, because there is considerable variation in the relation between the indices and measures of corporate performance.
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A la prochaine ...The Wall Street Journal, by reviewing stock-ownership and deal records, identified dozens of instances in which investment banks appeared to be buying shares in target companies around the same time their bankers were advising the acquirers.
We study the "dark" role of advisory banks in the market for corporate control. We argue that advisors are privy to information about the deal that they may directly exploit by investing in the target firm. We show that the advisors to the bidders often have positions in the target before the deal announcement and that profit from such a position. A trading strategy conditional on the advisor's stake delivers a net-of-risk performance of 4.08% per month. This cannot be replicated using publicly available information. Advisors not only take positions in the deals on which they advise, but also directly affect the outcome of the deals, negotiating conditions that increase the probability of success. This has negative implications for the viability of the new entities.
The statistical pattern could be no more than a series of coincidences, reflecting unconnected events in disparate parts of giant investment banks. But if banks really are using inside information to profit on the run-up in stocks of companies that are taken over, that would be both illegal and unfair to other investors.
Ce n'est donc pas surprenant que les régulateurs américains s'intéressent à ce phénomène. À suivre. Après le backdating, il s'agit peut être d'un autre scandale mis au jour par des universitaires...
