Shareholders' Rights in Agency's Conflicts: Selected Issues in the Transatlantic Debate

50 Pages Posted: 4 Jan 2018 Last revised: 20 Feb 2019

See all articles by Maria Lucia Passador

Maria Lucia Passador

Bocconi University - Department of Law

Federico Riganti

University of Turin - Department of Law - Chiar of Business Law; ESCP Europe Business School - Turin Campus

Date Written: January 1, 2018

Abstract

The purpose of this Article is to provide the reader with a detailed analysis of the existing regulations on shareholders’ rights, recently updated by the Shareholders’ Rights Directive II, as well as in light of the U.S. regulation on the topic. The paper aims to adequately address and explore each selected, crucial issue—namely Proxy Advisors, Institutional Investors and Say on Pay—through a comparative perspective and in order to highlight the possible convergence between Europe and the United States. In particular, we intend to focus on the strong efforts of the Shareholders’ Rights Directive II (i) to re-evaluate the role of institutional investors as key players in corporate governance dynamics; (ii) to reform the role of proxy advisors as a fundamental link between shareholders and markets, and (iii) to modify the remuneration issue in order to achieve a correct rebalancing of agency conflicts between shareholders and directors.

Keywords: Shareholders' rights directive, EU directives, agency conflicts, proxy advisors, institutional investors, say on pay, corporate governance

JEL Classification: K22, G23, G3, G35, G38

Suggested Citation

Passador, Maria Lucia and Riganti, Federico, Shareholders' Rights in Agency's Conflicts: Selected Issues in the Transatlantic Debate (January 1, 2018). Delaware Journal of Corporate Law (DJCL), Vol. 42, No. 1, 2018. Available at SSRN: https://ssrn.com/abstract=3096679

Maria Lucia Passador (Contact Author)

Bocconi University - Department of Law ( email )

Via Roentgen, 1
Milan, 20136
Italy

Federico Riganti

University of Turin - Department of Law - Chiar of Business Law ( email )

Lungo Dora Siena
100/A
Turin, Turin 10153
Italy
3441163334 (Phone)

HOME PAGE: http://www.dg.unito.it/do/docenti.pl/Show?_id=ferigant#profilo

ESCP Europe Business School - Turin Campus ( email )

Corso Unione Sovietica 218 bis
Turin, Turin 10100
Italy
3441163334 (Phone)

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