It's based on a misconception of the shareholders' role in the modern corporation.
It is based on his article, "Reconsidering the Merger Process: Approval Patterns, Timeline, and Shareholders' Role," forthcoming in the Hastings Law Journal and available here.
Even so, scepticism about shareholders' role in holding managers to account is still deep seated, says Hans Hirt, head of corporate governance at Hermes, a British fund manager with investments in Germany.Hedge funds and private-equity firms are barely tolerated.
In this reply, I correct Lipton and Rowe's misunderstanding of the role of market efficiency (and recent critical studies) in assessing shareholders' role in the governance of takeovers, as well as their assessment of why a poison pill may increase takeover premia.
(For a summary, see "Are Institutional Investors Part of the Problem or Part of the Solution?," a working paper by Ben W. Heineman Jr. and Stephen Davis, published by Yale's Millstein Center for Corporate Governance and Performance). Our contribution is to offer a framework for thinking about shareholders' role and to make some suggestions for changes.
But his ally, Paul Murray, would become interim chairman until regulators approve his fellow shareholder's role.
His proposal has been consistently opposed by management as unnecessary and unworkable, even though it would be nonbinding and would not give shareholders any role in choosing nominees.
According to the indictment, Khodorkovskiy and Lebedev acquired controlling interests in three oil companies (Samaraneftegaz, Yuganskneftegaz, and Tomskneftegaz) and then caused these companies to sell oil at below-market prices to other companies that they controlled without disclosing to other shareholders their role in these transactions.
While we recognise the need for companies to protect the interests of their shareholders, our role is to promote the interests of consumers," said an Ofcom spokesman.
