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This paper introduces a new hand-collected data set that tracks restrictions on shareholder rights at approximately 1,000 firms from 1978 to 1989. In conjunction with the 1990 to 2006 IRRC data, we track shareholder rights over 30 years. Most governance changes occurred during the 1980s. We find a robustly negative association between restrictions on shareholder rights (using G-Index as a proxy) and Tobin's Q.The negative association only appears after judicial approval of antitakeover defenses in the 1985 landmark Delaware Supreme Court decision of Moran v. Household. This decision was an unanticipated exogenous shock that increased the importance of shareholder rights.

This paper investigates the effects of national culture on firm risk-taking, using a comprehensive dataset covering 50,000 firms in 400 industries in 51 countries. Risk-taking is found to be higher for domestic firms in countries with low uncertainty aversion, low tolerance for hierarchical relationships, and high individualism. Domestic firms in such countries tend to take substantially more risk in industries which are more informationally opaque (e.g. finance, mining, IT). Risk-taking by foreign firms is best explained by the cultural norms of their country of origin. These cultural norms do not proxy for legal constraints, insurance safety nets, or economic development.

This paper argues that the role of informal institutions as well as formal ones is central to understanding the functioning of corporate governance. We focus on the four largest emerging economies: Brazil, Russia, India, and China—commonly referred to as the BRIC countries. Our analysis is based on the Helmke and Levitsky framework of informal institutions and focuses on two related aspects of corporate governance: firm ownership structures and property rights; and the relationship between firms and external investors. We argue that for China and some states of India, “substitutive” informal institutions, whereby informal institutions substitute for and replace ineffective formal institutions, are critical in creating corporate governance leading to enhanced domestic and foreign investment. In contrast, Russia is characterized by “competing” informal institutions whereby various informal mechanisms of corporate governance associated with corruption and clientelism undermine the functioning of reasonably well set-out formal institutions relating to shareholder rights and relations with investors. Finally Brazil is characterized by “accommodating” informal institutions which get around the effectively enforced but restrictive formal institutions and reconcile varying objectives that are held between actors in formal and informal institutions.

Current shareholder engagement systems face large classical inefficiencies. First, due to the large chains of intermediaries in the current securities models, transaction costs are high and shareholder votes and other information are not always correctly transmitted between shareholders and issuers. Recent cases including DNick Holding and T. Rowe Price show the ‘absurdness’ of the current systems. The Shareholder Rights Directive II addresses these problems and the Implementing Regulation already hints at modern technologies to increase the transparency and verifiability of shareholder engagement. Next, the current shareholder engagement system enables different opportunities for different types of shareholders, creating inequalities and hindering shareholder democracy. The solution to these substantial problems lies in a state-of-the-art technology: in this contribution we argue that blockchain technology can solve these current inefficiencies that shareholders and companies face. Using a permissioned blockchain, information can be stored in a verifiable and immutable way, with a consensus mechanism tailored to its purpose. The large amount of initiatives and prototypes of blockchain proxy voting and trading, including the legislative initiatives that were initiated in the past 2 years, show the merits of using this state-of-the-art technology. The Europe Union should incorporate this technology in its legislation, like the CSD regulation, for remaining technology-proof in this globalized market.

This study investigates the relationship between board characteristics and firm efficiency in emerging Asian economies, using stochastic frontier analysis and a panel dataset of 5829 firm-year observations. The results suggest that companies with strong monitoring boards concerning diversity, size, and independence achieve higher efficiency. This study provides more specific results on the importance of board characteristics for firm-level governance and highlights the Asian emerging markets' focus on good governance practices. The study's use of firm efficiency as a proxy for performance is a unique framework that mitigates endogeneity issues common in corporate governance variables. This approach is an improvement over previous research that has relied on financial ratios, which need to consider the value of management's actions and investment decisions affecting future performance. The results contribute to the literature on corporate governance and provide valuable insights for investors in emerging markets.

This study investigates how ownership structure conditions the transmission of corporate governance mechanisms into dividend policy within the context of South Korea’s evolving regulatory environment. Using a balanced panel of 5022 firm-year observations from 558 non-financial KOSPI-listed firms over 2011–2019, we analyze governance quality using data from the Korea Corporate Governance Service. We employ both an aggregate score and four constituent dimensions: board effectiveness, shareholder rights protection, audit committee competency, and disclosure transparency. The empirical framework combines firm fixed effects estimation, binary logistic regressions, and a two-step dynamic System GMM approach to account for unobserved heterogeneity, payout persistence, and endogeneity. The results reveal systematic heterogeneity across ownership regimes. Among non-Chaebol firms, higher governance quality across all dimensions is associated with higher dividend payouts, consistent with the governance outcome hypothesis. In contrast, among Chaebol-affiliated firms, the effectiveness of governance mechanisms is selective rather than uniform. While the aggregate governance score and shareholder rights protection retain explanatory power for dividend outcomes, internal oversight mechanisms related to board structure, audit competency, and disclosure do not exert independent influences once ownership structure is taken into account. These findings show that concentrated ownership structures condition which governance mechanisms remain effective in shaping payout policy. Regulators seeking to mitigate valuation discounts in conglomerate-dominated economies should prioritize the substantive empowerment of minority shareholder rights, as these mechanisms retain influence over payout policy even under concentrated ownership structures.

We examine how country-level legal and institutional investor protection shapes contractual creditor protection. We examine debt covenant information from foreign corporate bonds issued in the US from more than 50 countries between 1991 and 2007. We find that bonds of firms incorporated in countries with stronger creditor rights use fewer covenants. This finding suggests that creditor protection substitutes for covenants in reducing the agency cost of debt. In contrast, bonds of firms with stronger shareholder rights or firms with stronger firm-level corporate governance use more covenants. These findings support the notion that firms with stronger shareholder control may face an increase in the shareholder-bondholder conflict and therefore prefer to use more covenants. However, greater shareholder rights are not associated with the use of more covenant restrictions on equity issuance, as firms with greater minority shareholder protection are unlikely to suffer such equity dilution.

On 10 June 2019 the transposition and implementation deadline for the shareholder engagement rules imposed upon institutional investors and asset managers by the revised Shareholder Rights Directive (SRD II) expired. This article offers an original account of the rationale, the dynamics and the evolution of this EU-driven policy, which aims to promote long-term institutional shareholder engagement within (or in the absence of) nationally embedded frameworks. We place the SRD II shareholder engagement rules within what we see as a multi-layered regulatory landscape consisting in some Member States of soft-law stewardship codes or similar principles and guidelines, and we find—perhaps surprisingly—that the SRD II stewardship-related provisions were transposed in a literal and minimalistic fashion without any customization to divergent national specifications and despite the fact that the SRD II is only a minimum harmonization directive. We search for explanations for this transposition pattern by pointing to three key issues: the policy and institutional misfit between the harmonized rules and national regimes, the lack of a strong market demand for shareholder stewardship, and the more apt soft, flexible and mostly bottom-up norms (contained in codes or similar principles and guidelines)—rather than (semi-)hard top-down rules—in inculcating good shareholder stewardship practices. Against this background of minimalist intervention (both at the EU and national levels), we find that pre-SRD II soft stewardship initiatives have had two key positive effects. First, they increased market actors’ familiarity and preparedness with the SRD II transposed rules, thereby increasing the likelihood of effective compliance with good shareholder stewardship standards whilst maintaining national idiosyncrasies. Second, soft-law stewardship codes or similar principles and guidelines, despite their own weaknesses, are vital mechanisms of innovative norm-generation and can expand or adjust the SRD II stewardship-related rules to provide tailored shareholder stewardship frameworks and serve as a signalling function for key market actors. From this it follows that the uniform, but minimalistic, transposition of the SRD II stewardship-related rules across the EU, although welcome in shaping the minimum standards, needs to be supported by tailored, soft-law stewardship codes or similar principles and guidelines. Such a symbiosis of the harmonized SRD II shareholder engagement rules and supporting soft-law stewardship developments will allow the tailoring of shareholder stewardship norms to local conditions and the provision of guidance and meaning to the SRD II rules, while a minimum harmonization of shareholder stewardship is already secured.

In the wake of the COVID-19 crisis that began in 2020, countries all over the world had to develop new solutions in legislation to replace various traditionally physical operations with digital solutions. Estonia, with rules in the field of company law and in holding shareholders’ meetings, was no exception. In May 2020, new regulation was introduced into Estonian law, allowing shareholders to participate in meetings using digital means. Although electronic voting itself was already allowed under Estonian law before 2020, the new situation raised a number of legal issues. This article addresses these issues and possible solutions with regard to the legal perspective of electronic voting. As the law does not contain precise requirements for holding an electronic vote, there are many aspects that must be considered in order to comply with the general principles of company law, e.g., how to identify the person giving their vote, and how to ensure the security and reliability of electronic voting. Based on the analysis in this article, the procedure must ensure the identification of shareholders as well as the reliability of casting votes, but must also be proportionate for achieving these aims.

The article provides a critical legal analysis of Georgia’s regulations on the interim dividend payment and highlights the necessity of proper amendments to comply with European company law. Since having an EU-Georgia Association Agreement signed, the dynamic process of Europeanization has put various legislative changes on the agenda, which also regard shareholders’ proprietary rights. This article briefly gives a novel insight into the distribution of interim dividends from a comparative point of view. It suggests the possibly scrutinized coverage of the legal preconditions along with liability consequences for the interim dividend declaration from the perspective of both shareholders and joint stock companies in Georgia. The article emphasizes the structure of the corporation, which naturally bedrocks the potential conflict of interests between the shareholders and creditors. The topic also endorses questioning Georgia’s rules on capital maintenance in relation to the interim dividend distribution. Hence, the study reveals prevailing regulatory lapses and makes pertinent recommendations on the alignment of the financial interests of those mentioned. Last but not least, the article exposes how directors on the credible basis of their fiduciary duties are assigned to divert assets of the corporation since their rationality in decision-making is expected to meet the best interests of the company.