Board-Shareholder Dialogue Policy Debate, Legal Constraints and Best Practices International Corporate Law and Financial Market Regulation Series

This book provides corporate law scholars and students and practitioners at law firms, advisory services firms and asset managers with a comprehensive and rigorous analysis of the financial, managerial, policy and legal issues arising from a key feature of today's corporate governance environment, namely, the dialogue between shareholders and corporate boards. Bringing together top corporate law and corporate governance scholars from the world's leading academic institutions, the collection is characterized by a multi-dimensional approach that takes into account the particularities of some national legal systems and combines theoretical analysis with practical insights into various aspects of board-shareholder dialogue.

1. The dialogue between corporations and institutional investors: an introduction Luca Enriques and Giovanni Strampelli; 2. The new corporate governance Oliver Hart and Luigi Zingales; 3. Corporate purpose and shareholder voice Paul A. Davies; 4. 'The purpose of corporate purpose statements: a response to 'shareholder voice and corporate purpose: the purposeless of mandatory corporate purpose statements' by Paul Davies' Colin Mayer; 5. Systemic stewardship with tradeoffs Marcel Kahan and Edward Rock; 6. How to facilitate ESG investor engagement Wolf Georg Ringe; 7. Giant asset managers, the big three, and index investing Dorothy Lund and Adriana Z. Robertson; 8. Board-shareholder engagement and insider regulation Lars Klöhn; 9. Board-shareholder engagement and disclosure obligations under corporate governance codes Ana Taleska; 10. Market soundings rules: the challenges and opportunities for board-shareholder engagement Jennifer Paybe; 11. Board-shareholder engagement and M&A Afra Afsharipour; 12. Emerging ESG-driven models of shareholder collaborative engagement Peter O. Mülbert and Alexander Sajnovits; 13. How does board-shareholder engagement really work? Evidence from a survey of corporate officers and from disclosure data Matteo Gatti, Giovanni Strampelli and Matteo Tonello; 14. Board shareholder engagement and directors' appointments Anna Christie; 15. Something old, something new: cultivating institutional investor engagement through shareholder stewardship Dionysia Katelouzou; 16. Shareholder engagement inside and outside the shareholder meeting Tim Bowley, Jennifer G. Hill and Steve Kourabas; 17. The perils and promise of shareholders as stakeholder advocates Lisa M. Fairfax; 18. Shareholder proposals and the debate over sustainability disclosure Jill Fisch; 19. Blockchain applications in corporate governance: opportunities and challenges for shareholder and stakeholder participation Anne Lafarre and Christoph Van der Elst; 20. Hedge fund engagement in East Asia Lin Lin.

Luca Enriques is Professor of Corporate Law at Oxford University and a Research Fellow at the European Corporate Governance Institute. He has published widely in the fields of comparative corporate law and financial regulation. Between 2007 and 2012 he was a commissioner at the Italian securities market authority.
Giovanni Strampelli is Professor of Business Law and Director of the Ph.D. in Legal Studies at Bocconi University, Milan. His research interests include corporate law, accounting law, bankruptcy law and securities regulation. He is a member of the Board of Directors of the Italian Association of Business Law Professors.