Scott Hirst and Adriana Robertson on Hidden Agendas in Shareholder Voting

Corporate Accountability Forums

Jim McRitchie, BU Law’s Scott Hirst and UChicago Law’s Adriana Robertson discuss potential conflicts between record date notification and securities lending:
Are “hidden agendas” a real problem? How do you deal with it? Do you typically recall all your shares for voting if you engage in share lending or do you recall none of your shares? Recall by company? How do you try to anticipate what issues will be on the proxy?
Is this a topic worthy of shareholder proposals? Such proposals could be easily drafted to ask that boards file their proxy or a PRE 14A at least 5 days before the record date. What are other options for private ordering or to demonstrate investor interest? Would you be interested in filing or voting for such proposals?
Scott Hirst is Associate Professor of Law at Boston University and Adriana Z. Robertson is Donald N. Pritzker Professor of Business Law at the University of Chicago Law School.