HBS Professors: American Managers Seek to Avoid Legitimate Shareholder Proposals

In this paper, HBS Professors Suraj, Srinivasan, and Vijayaraghavan analyze the period 2003-2013 and conclude that US managers often seek to avoid listing legitimate shareholder proposals in the proxy materials.  This is a stark contrast to the situation here in Japan, where executives must include virtually any shareholder proposal in the proxy, even if strange or rude.

Abstract:  “Shareholder proposals provide investors an opportunity to exercise their decision rights within a firm. However, not all proposals created by shareholders receive consideration. Managers can seek permission from the Securities and Exchange Commission (SEC) to exclude specific proposals from the proxy statement. From 2003-2013, we find that managers seek to exclude 40% of all proposals they receive, but the SEC does not permit exclusion in over a quarter of the cases. Of the proposals that managers seek to exclude but the SEC does not allow, 28% win shareholder support or the firm voluntarily implements prior to a vote. Our analysis of contested shareholder proposals suggests that managers often seek to avoid the implementation of legitimate shareholder interests………..”

Read full paper here.

Source: Harvard Business School

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Comments

  1. The HBS Paper documents the number of proposals by year and by category, i.e, social/enviromental: 3,533; compensation: 2398, etc. Do you have similar data for Japan?

    1. Our RDB collects all shareholder proposals and uses algorithms that to categorize them that are generally trustworthy but not always. We have to improve it. I think ES is not a category because until recently it was only applicable for nuclear. On the other hand there are few enough shareholder proposals even now, that if we spent the time we could classify better.

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