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Missing in Activism: Retail Investor Absence in Corporate Elections

102 Pages Posted: 14 Jan 2009 Last revised: 2 Jul 2010

Lee Harris

University of Memphis - Cecil C. Humphreys School of Law

Date Written: January 13, 2009

Abstract

Shareholder-led campaigns to install new leadership at U.S. firms — so-called proxy contests — occur too rarely and, when they do occur, are led by the same, boring cast of characters too often. This Article presents empirical evidence from a hand-collected database of public filings of proxy statements from 2006, 2007, and 2008, the years public filings are available from the SEC electronic filing system. In short, the data suggest that the system of contested corporate elections is broken and, from there, the Article points the way toward legal reform. When it comes to the interests of retail investors — i.e., individuals with small stakes in a particular firm — the evidence suggests that contested corporate elections are virtually off-limits as conduit for activism. Retail investors almost never launch a campaign and their interests are not represented well by those who do.

Keywords: proxy contests, corporate elections, proxy solicitations, retail investors

JEL Classification: K20, K22

Suggested Citation

Harris, Lee, Missing in Activism: Retail Investor Absence in Corporate Elections (January 13, 2009). Columbia Business Law Review, No. 1, 2010; University of Memphis Legal Studies Research Paper No. 45. Available at SSRN: https://ssrn.com/abstract=1327032

Lee Harris (Contact Author)

University of Memphis - Cecil C. Humphreys School of Law ( email )

One North Front Street
Memphis, TN 38103-2189
United States
901-678-1393 (Phone)

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