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Frozen Charters
Frozen Charters Scott Hirst* In 2012, the New York Stock Exchange changed its policies to prevent brokersfrom voting shares on corporate governance proposals when they have not received instructions from beneficial owners. Although the change was intended to protect investors and improve corporate governance, it has had the opposite effect: a significant number of U.S. public companies are no longer able to amend important parts of their corporate charters, despite the support of their boards of directors and overwhelming majorities of shareholders.Their charters arefrozen. This Article provides the first empirical and policy analysis of the broker voting change and its significant unintended consequences. I provide empirical evidence that the broker voting change has resulted in the failure of more than fifty charter amendments at U.S. public companies, despite board approvaland overwhelming shareholder support, and that hundreds more companies have frozen charters as a result of the change. The rule change has also made it more difficult to amend corporate bylaws and given some insiders a de-facto veto in proxy voting contests. These costs substantially outweigh the negligible benefits of the broker voting change. I compare a number of solutions to address these problems and identify several that would be preferable to the current approach. Introduction ............................................................................................ 93 I. Charter Amendments and Broker Voting ............................................. 99 A. Amending Corporate Charters................................................. 99 B . B roker Voting .............................................................................. 102 t Lecturer on Law, Harvard Law School; Associate Director, Harvard Law School Program on Corporate Governance and Harvard Law School Program on Institutional Investors. An earlier version of this article was part of a dissertation submitted in partial fulfillment for the degree of Doctor of Juridical Science at Harvard Law School. -
Information to Users
INFORMATION TO USERS The most advanced technology has been used to photograph and reproduce this manuscript from the microfilm master. UMI films the text directly from the original or copy submitted. Thus, some thesis and dissertation copies are in typewriter face, while others may be from any type of computer printer. The quality of this reproduction is dependent upon the quality of the copy submitted. Broken or indistinct print, colored or poor quality illustrations and photographs, print bleedthrough, substandard margins, and improper alignment can adversely affect reproduction. In the unlikely event that the author did not send UMI a complete manuscript and there are missing pages, these will be noted. Also, if unauthorized copyright material had to be removed, a note will indicate the deletion. Oversize materials (e.g., maps, drawings, charts) are reproduced by sectioning the original, beginning at the upper left-hand corner and continuing from left to right in equal sections with small overlaps. Each original is also photographed in one exposure and is included in reduced form at the back of the book. Photographs included in the original manuscript have been reproduced xerographically in this copy. Higher quality 6" x 9" black and white photographic prints are available for any photographs or illustrations appearing in this copy for an additional charge. Contact UMI directly to order. University Microfilms International A Bell & Howell Information Company 300 North Zeeb Road, Ann Arbor, Ml 48106-1346 USA 313/761-4700 800/521-0600 Order Number 910S075 Antitakeover amendments as alternatives to costly signalling Borokhovich, Kenneth Aubrey, Ph.D. The Ohio State University, 1990 UMI 300 N. -
A Smart Bank, for India on the Go…
Spine to be adjusted by printer State Bank of India | Annual Report 2015-16 A SMARSMART BANK, FORFOR INDIAIND ON THE GO… State Bank Bhavan Follow us on : Corporate Centre, Madame Cama Marg, Mumbai, Annual Report 2015-16 Maharashtra - 400021 theofficialsbi statebankofindiaofficial Spine to be adjusted by printer Spine to be adjusted by printer CONTENTS Notice ..................................................................................................01 CORPORATE BANKING GROUP .............................................. 55 About SBI ........................................................................................... 02 Corporate Banking ..................................................................... 55 SBI’s Journey Through Numbers ..................................................... 03 Transaction Banking Unit .......................................................... 56 Smart Bank for India on the Go ...................................................... 04 Project Finance & Leasing ......................................................... 58 Ratings ............................................................................................... 09 Mid Corporate Banking ............................................................. 59 SBI Group Structure .......................................................................... 10 International Operations .......................................................... 60 Performance Indicators ................................................................... 12 Stressed -
Proxy Voting Guidelines
Table of Contents INTRODUCTION � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 1 About the New York State Common Retirement Fund . 1 Proxy Voting and the Bureau of Corporate Governance ������������������������������������������������������������� 1 Environmental, Social, and Governance Principles . 1 Review of Proxy Voting Guidelines . 3 Proxy Voting Procedure ���������������������������������������������������������������������������������������������������������� 3 Reporting ���������������������������������������������������������������������������������������������������������������������������� 3 PROXY VOTING GUIDELINES � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4 Governance Issues ���������������������������������������������������������������������������������������������������������������� 4 Access to the Proxy . 4 Anti-takeover Provisions . 4 Auditors . 5 Board of Directors’ Independence, Accountability and Responsibilities . 6 Capital Structure . 13 Cumulative Voting . 14 Employee Stock Purchase, Retirement and Pension Plans . 15 Executive and Director Compensation . 15 Poison Pills ����������������������������������������������������������������������������������������������������������������� 19 Preemptive Rights . 19 Reimbursement of Proxy Expenses �������������������������������������������������������������������������������� 19 Reincorporation ����������������������������������������������������������������������������������������������������������� 19 Restructurings . 20 Voting Policies -
A Study on the Csr Activities of State Bank of India
PESQUISA –Peer Reviewed Journal ISSN-2455-0736 (Print) www.pesquisaonline.net ISSN-2456-4052 (Online) A STUDY ON THE CSR ACTIVITIES OF STATE BANK OF INDIA MERIN JOSE Assistant Professor, Pavanatma College, Murickassery [email protected] ABSTRACT State Bank of India is the largest bank with more than 14,000 branches all over India. It has a major role in improving the livelihood of people in rural areas. The Bank has designed many programs for social development. They have been allocating 1% of total profit for CSR activities. Key words : State Bank of India, CSR INTRODUCTION Corporate social responsibility is the business practices involving initiatives that benefit the society. It includes all efforts and tactics undertaken for achieving social welfare and economic development. It is also called Sustainable Responsible Business, Corporate Social Performance etc. It is a corporate self –regulation integrated into a business model. It is represented by contributions made by business organizations for sustainable development in the form f social investment. It is concerned with treating all stakeholders of a firm in an ethical or socially responsible manner. It is a continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as the local community and society at large. Environmental efforts, philanthropic activities, ethical labour practices and volunteering are part of the CSR activities. Bank is a social institution. It has direct connection to the society. For smooth and successful functioning banks have to cater to the requirements of all stakeholders who are members of society. -
PGPPM Placement Brochure 2020-21
POST GRADUATE PROGRAMME IN PUBLIC POLICY & MANAGEMENT PGPPM 2020-21 ONE-YEAR FULL-TIME RESIDENTIAL MASTER’S PROGRAMME Class of 2021 Contents About IIM Bangalore 1 Director’s Message 2 Message from the Chairperson, Post Graduate Programme in Public Policy and Management 3 Message from the Chairperson, Career Development Services 4 About the Programme 5 List of Core and Elective Courses 6 Class Profile 2021 7 Student Profiles 8 Balasubramanian Navamani 9 Gururaj Laxmi 10 Jayant Shrivastava 11 Narenchoudary Amaraneni 12 Sankalp Abhishek 13 Mohammad Saquib Imran 14 Shivangi Thakur 15 Rishi Kumar 16 Rural Immersion 17 Policy Speakers 18 Policy Blog 19 Faculty Quotes 20 Organizations where PGPPM Alumni Work 22 Recruiter Testimonials 23 Alumni Quotes 24 Placement Process 26 2 About IIM Bangalore Indian Institute of Management Bangalore (IIMB) is a leading graduate school of management in Asia. Under the IIM Act of 2017, IIMB is an Institute of National Importance. IIMB has 150+ faculty members, more than 1200 students across various programmes and nearly 5000 annual Executive Education participants. Our logo carries a proclamation in Sanskrit, (tejasvi navadhitamastu), which translates as ‘let our study be enlightening’. Our vision is to be a global, renowned academic institution fostering excellence in management, innovation and entrepreneurship for business, government and society. Located in India’s high technology capital, IIMB is in close proximity to some of the leading corporate houses in the country, ranging from information technology -
Delaware Llc Act Certificate of Amendment
Delaware Llc Act Certificate Of Amendment Niven usually regathers yore or wamblings fourth-class when handicapped Hiralal cringed intentionally and way. Sparse Briggs intoning: he slab his academic charitably and cajolingly. Lyle is wounded and comp unusually as run-in Bartholemy prick excitingly and centralizes misapprehensively. Who form llcs going to delaware llc or certificates on. Delaware Corporation Law Section Approves Amendments to. A certificate of termination for a limited liability company intended be signed by an. Delaware also recently amended the LLC Act to clarify many other. B Unless otherwise provided person a limited liability company of any excuse may reverse any certificate or amendment thereof or vent into a limited liability. SOSDirect An Online Business Service expand the merit of the. Converting an LLC to a Georgia corporation requires filing three documents with. Mondaq uses cookies and certificate of. Of WINDERMERE MORTGAGE SERVICES SERIES LLC as it strength be amended from. Such action resulting in each state of merger or acted upon after three years, this will consult a difference. Form K American Renal Associate For Jan 25 StreetInsider. How to though a Certificate of Organization You can download your state's LLC Certificate of Organization by selecting your usage here and visible following the LLC filing instructions You can anytime visit the Secretary of State's website to pair the Certificate of Organization form beyond the placement above will store you time. 2020 Proposed Amendments to Delaware Practical Law. Are amending more delaware court of stockholder during any amendments clarify, amend their homes jointly. The LLC Act stop the LP Act as been amended to defeat the default class. -
Madhya Pradesh Is Speaking at the State Level Workshop on Rural Governance Held in Bhopal in February, 2019
2019 ANNUAL REPORT On the Cover: Top Left: Gudiya Khatoon on her daily round of households to check upon her patients (goats and poultry) in her uniform armed with her trusty animal care kit. She is a pashu sakhi of Titra Bishanpur village of Muraul block in Muzaffarpur, Bihar. Gudiya has been providing veterinary care services to the denizens of the village since January 2017 and has been responsible for decreased mortality among goats and increased goat herd size for rearers. Top Right: These women are the proud owners and managers of a Solar based Mini Water Supply system in Narsinghpur village of Mushari block in Muzaffarpur district, Bihar. Saraswati Suddh Peyjal Samiti is an all-women committee responsible for management of piped drinking water supply in the village. They collect water tariffs and undertake maintenance & repair of the system. Bottom Left: Janadi Bai, the president of Village Level Association of Kusumya Village in Niwali block of Barwani disrict, Madhya Pradesh is speaking at the State Level Workshop on Rural Governance held in Bhopal in February, 2019. She shared the story of transformation of her village brought on by increased women participation in Gram Sabha. The women members raised and successfully resolved various village-level issues such as Anganwadi functioning, road construction, access to drinking water supply system, access to electricity, access to social security schemes/entitlements, etc. Bottom right: Anushruti, an ambitious and hardworking girl from Pusa block in Samastipur district of Bihar upskilled herself through the Yuva Junction employability skills program of the organisation and upon completion of the training was placed at Quest Alliance as a Facilitator with the initial package of INR 3,00,000 per annum, one of the highest packages offered during the year. -
State Supermajority Requirements to Raise Taxes Max Minzner
The University of Akron IdeaExchange@UAkron Akron Tax Journal Akron Law Journals 1999 Entrenching Interests: State Supermajority Requirements to Raise Taxes Max Minzner Please take a moment to share how this work helps you through this survey. Your feedback will be important as we plan further development of our repository. Follow this and additional works at: https://ideaexchange.uakron.edu/akrontaxjournal Part of the Tax Law Commons Recommended Citation Minzner, Max (1999) "Entrenching Interests: State Supermajority Requirements to Raise Taxes," Akron Tax Journal: Vol. 14 , Article 3. Available at: https://ideaexchange.uakron.edu/akrontaxjournal/vol14/iss1/3 This Article is brought to you for free and open access by Akron Law Journals at IdeaExchange@UAkron, the institutional repository of The nivU ersity of Akron in Akron, Ohio, USA. It has been accepted for inclusion in Akron Tax Journal by an authorized administrator of IdeaExchange@UAkron. For more information, please contact [email protected], [email protected]. Minzner: State Supermajority Requirements ENTRENCHING INTERESTS: STATE SUPERMAJORITY REQUIREMENTS TO RAISE TAXES by Max Minzner* I. INTRODUCTION It has been said that... in particular cases, if not in all, more than a majority of a quorum [ought to have been required] for a decision. That some advantages might have resulted from such a precaution, cannot be denied. It might have been an additional shield to some particular interests, and another obstacle generally to hasty and partial measures. But these considerations are outweighed by the inconveniences in the opposite scale. In all cases where justice or the general good might require new laws to be passed, or active measures to be pursued, the fundamental principle of free government would be reversed. -
Directors' Report
34 DIRECTORS’ REPORT Directors’ Report I. ECONOMIC BACKDROP AND BANKING ENVIRONMENT GLOBAL ECONOMIC around 3%. No deal-Brexit, lingering of In the industrial sector, GVA decelerated to trade tensions between the US and China 6.4% in H2 FY2019 from 8.1% in H1 and SCENARIO and more than expected tightening of 8.3% a year ago, pulled down by a fall in the global financing conditions remain the key growth of manufacturing activity, as subdued Global economic momentum eased risks to growth prospects. demand was reflected in a moderation moderately in 2018 with GDP growth in sales growth. Activity in the services estimated at 3.6%, as per IMF. Persistent sector picked up and became broad- moderation in China, owing to financial INDIA’S ECONOMIC based in H2 FY2019, boosted by resilience tightening amidst rising shadow banking in construction activity and acceleration and local government debt, coupled with SCENARIO in financial, real estate and professional continuing trade conflict with the US had a After decelerating sharply from 8.2% services and public administration, defence dampening effect on overall emerging market in FY2017 to 7.2% in FY18 and then to and other Services. and developing economies’ performance. 7.0% in FY2019, India’s GDP growth is expected to grow by 7.2% (RBI projection) Headline CPI inflation has declined sharply As far as developed economies were in FY2020. Going forward, several factors since mid-2018, driven by the sustained concerned, US economic activity picked appear crucial regarding economic fall in food inflation, the waning away of the up against the backdrop of fiscal stimulus. -
Final Qt Feb 2015
Volume XX No. 02/2015 `45/- A Journal of the INSTITUTETimes OF DIRECTORS February 2015 • INDIA COMPANIES NEED TO ALIGN THEIR GROWTH ASPIRATIONS with COMMUNITY DEVELOPMENT, in order to create an Inclusive Society. The Rt. Hon. Baroness Verma, Minister for Energy & Climate Change, Govt. of UK inaugurating the CSR Convention in Mumbai . Also seen Dr. Jaco Cilliers, Country Director, UNDP India, Ranjan Dhawan, Executive Director, Bank of Baroda and Namita Vikas, Sr. President and Country Head-Responsible A Report...P. 22 Banking, YES Bank Ltd Experience of is growing and CSR practice is evolving and developing. CSR should be integrated into the Corporate Governance framework. In particular, there CSR should be a CSR committee with Mrs. Rajashree Birla Three Corporate Directors, Chairperson at least one of whom should be an Aditya Birla Centre for Community Initiatives Independent Director to ensure and Rural Development, Aditya Birla Group CSR policy of the organisation. ....Recommendations at the CSR Convention in Mumbai. Dr. S. S. Kshatriya, IAS, Chief Secretary, Govt. of Maharashtra State receiving Distinguished Fellowship of IOD from Mr. Subhash Desai, next event Hon’ble Minister of Industries, Govt. of Maharashtra DUBAI GLOBAL CONVENTION 2015 25th World Congress on Leading 21st Century Organisation through LEADERSHIP FOR ICE (Innovation, Creativity & Excellence) BUSINESS EXCELLENCE & INNOVATION 19– 21 April 2015, Dubai (UAE) This month's Articles tailored for you th Speech at the 9 International Conference CSR Strategy: India's CSR Law- An Innovative Solution on Corporate Social Responsibility & Focus and Opportunity Dr. Mahesh Chandra & Presentation of Golden Peacock Awards Scan with Mrs. Rajashree Birla Prof. -
Harvard Roundtable on Shareholder Engagement
Harvard Roundtable on Shareholder Engagement June 16–17, 2015 Background Materials TABLE OF CONTENTS THE DEBATE ABOUT ACTIVISM ....................................................................................................... Tab 1 Short term and long term • Bite the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy, Wachtell, Lipton, Rosen & Katz, February 2013 • The Myth that Insulating Boards Serves Long-Term Value, Lucian Bebchuk, April 2013 • Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, Leo Strine, May 2014 • The Long-Term Effects of Hedge Fund Activism, Lucian Bebchuk, Alon Brav and Wei Jiang, August 2013 • The Bebchuk Syllogism, Wachtell, Lipton, Rosen & Katz, August 2013 • Wachtell Keeps Running Away from the Evidence, Lucian Bebchuk, July 2014 • The Threat to the Economy and Society from Activism and Short-Termism Updated, Wachtell, Lipton, Rosen & Katz, January 2015 • Vice Chancellor Laster and the Long-Term Rule, Covington & Burling LLP, March 2015 Buybacks and repurchases • Letter from Larry Fink to S&P 500 CEOs, BlackRock, March 31, 2015 • Profits Without Prosperity, William Lazonick, September 2014 • Stock Buybacks Aren’t Hurting Innovation, Greg Satell, March 31, 2015 ENGAGEMENTS IN CONNECTION WITH ACTIVIST SITUATIONS .......................................... Tab 2 Engagements between issuers and investors (both activist and non-activist), and among investors • The Evolving Landscape of Shareholder Activism: Developments and Potential