Corporate Governance in Cyberspace - A Blueprint for Virtual Shareholder Meetings

62 Pages Posted: 24 Jun 2005  

Dirk A. Zetzsche

ADA Chair in Financial Law / Inclusive Finance, University of Luxembourg; Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)

Date Written: June 19, 2005

Abstract

This paper analyses the rules regarding the internet-based exercise of shareholder rights for public corporations incorporated in Canada, France, Germany, the U.S. (DelGCL & RMBCA), the UK and Switzerland. The traditional doctrine associates information, communication and voting with shareholder meetings. In addition, shareholder meetings regularly prompt reviews of management's activities exercised on behalf of shareholders by accountants or the judiciary. The analysis reveals that the current regimes of shareholder meetings merely provide for voting and information in the context of a digital environment, while communication and review is usually not replicated.

The lack of all functions of traditional shareholder meetings is one reason of why exclusively virtual shareholder meetings have not gained widely spread acceptance across jurisdictions. Another reason is that a well-fitting design for the web-based exercise of shareholder rights does not yet exist. Thus, the paper develops an advisable design of Virtual Shareholder Meetings that replicates all for functions of traditional shareholder meetings, while it is likely to reduce shareholder apathy at the same time.

It argues that enabling more frequent opportunities for voting is the logical consequence of the developments of continuous disclosure requirements and continuous buy/hold/sell-decisions by market participants. Therefore, the virtual exercise of shareholder rights should be achieved through (1) liberalizing currently existing legislative and practical barriers, and in particular, time and place restrictions on shareholder meetings; (2) re-integrating analyst and institutional investor meetings in the process of shareholder meetings, and (3) substituting for the traditional face-to-face accountability of managers to shareholders through specific electronic means. The latter involves, specifically, the use of RSS-Feed and XBRL-technologies for gathering and evaluating information, the use of the company's website as the central communication platform for management to shareholders and shareholders to shareholders, and the election of an independent shareholder rights manager (firm) by the shareholder body with procedural, technical, and organizational authority for organizing the exercise of shareholder rights. Ideally, the blueprint presented herein achieves the harmonization of voting behavior and market reactions, thereby furthering market efficiency.

Keywords: Shareholder Rights, General Meeting, Annual General Meeting, AGM, Virtual Shareholder Meeting, Information Rights, Voting Rights, Shareholder Communication, XBRL, RSS, Reform, Shareholder Rights Directive

JEL Classification: M10, M20, K22, K20, G30, G32

Suggested Citation

Zetzsche, Dirk A., Corporate Governance in Cyberspace - A Blueprint for Virtual Shareholder Meetings (June 19, 2005). CBC-RPS No. 0011. Available at SSRN: https://ssrn.com/abstract=747347 or http://dx.doi.org/10.2139/ssrn.747347

Dirk Andreas Zetzsche (Contact Author)

ADA Chair in Financial Law / Inclusive Finance, University of Luxembourg ( email )

Luxembourg, L-1511
Luxembourg

HOME PAGE: http://wwwen.uni.lu/recherche/fdef/research_unit_in_law/equipe/dirk_andreas_zetzsche

Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC) ( email )

Universitaetsstr. 1
D-40225 Düsseldorf
Germany
+49 211 81 15084 (Phone)
+49 211 81 11427 (Fax)

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