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Cumulative Voting: In the US (Declining), in China (Rising) and the EU (Not-Adopted)

Cumulative Voting: In the US (Declining), in China (Rising) and the EU (Not-Adopted) by Yan Wenjia1 Cumulative voting, designed for minority shareholders' protection in public listed corporations, has been officially adopted by the Chinese legislation in 2005, while this system has at the same time declined in the US due to its misuse regarding hostile takeover and some alternative systems such as independent directors. Lawmakers in continental Europe have taken various steps to increase minority shareholders' powers vis-a-vis those of managers and dominant shareholders by strengthening the shareholders' voice in corporate governance but without introducing cumulative voting. Based on the different attitudes among the three economic giants for cumulative voting, this article tries to show that a persistence of diversity in corporate governance remains and that it is unclear whether convergence is either desirable or inevitable. Table of Contents ECFR 2015, 79­109 I. Adoption of cumulative voting in China . . . . . . . . . . . . . . . . . . . . . . . . II. Reasons for deregulation and decline of cumulative voting in the U.S. . . . . . A. Misuse in hostile takeover and greenmail . . . . . . . . . . . . . . http://www.deepdyve.com/assets/images/DeepDyve-Logo-lg.png European Company and Financial Law Review de Gruyter

Cumulative Voting: In the US (Declining), in China (Rising) and the EU (Not-Adopted)

European Company and Financial Law Review , Volume 12 (1) – Apr 1, 2015

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Publisher
de Gruyter
Copyright
Copyright © 2015 by the
ISSN
1613-2548
eISSN
1613-2556
DOI
10.1515/ecfr-2015-0079
Publisher site
See Article on Publisher Site

Abstract

by Yan Wenjia1 Cumulative voting, designed for minority shareholders' protection in public listed corporations, has been officially adopted by the Chinese legislation in 2005, while this system has at the same time declined in the US due to its misuse regarding hostile takeover and some alternative systems such as independent directors. Lawmakers in continental Europe have taken various steps to increase minority shareholders' powers vis-a-vis those of managers and dominant shareholders by strengthening the shareholders' voice in corporate governance but without introducing cumulative voting. Based on the different attitudes among the three economic giants for cumulative voting, this article tries to show that a persistence of diversity in corporate governance remains and that it is unclear whether convergence is either desirable or inevitable. Table of Contents ECFR 2015, 79­109 I. Adoption of cumulative voting in China . . . . . . . . . . . . . . . . . . . . . . . . II. Reasons for deregulation and decline of cumulative voting in the U.S. . . . . . A. Misuse in hostile takeover and greenmail . . . . . . . . . . . . . .

Journal

European Company and Financial Law Reviewde Gruyter

Published: Apr 1, 2015

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