Book contents
- Board-Shareholder Dialogue
- International Corporate Law and Financial Market Regulation
- Board-Shareholder Dialogue
- Copyright page
- Contents
- Contributors
- Foreword
- The Dialogue between Corporations and Institutional Investors
- 1 The New Corporate Governance
- 2 Shareholder Voice and Corporate Purpose
- 3 The Purpose of Corporate Purpose Statements
- 4 Systemic Stewardship with Tradeoffs
- 5 Giant Asset Managers, the Big Three, and Index Investing
- 6 Something Old, Something New
- 7 The Perils and Promise of Shareholders as Stakeholder Advocates
- 8 How to Facilitate ESG Investor Engagement
- 9 Emerging ESG-Driven Models of Shareholder Collaborative Engagement
- 10 ESG and Board-Shareholder Engagement in M&A
- 11 How Does Board-Shareholder Engagement Really Work?
- 12 Shareholder Engagement inside and outside the Shareholder Meeting
- 13 The Viability of Blockchain in Corporate Governance
- 14 Shareholder Engagement in East Asia
- 15 Board-Shareholder Engagement and Directors’ Appointments
- 16 Shareholder Proposals and the Debate over Sustainability Disclosure
- 17 Board-Shareholder Engagement and Disclosure Obligations under Corporate Governance Codes
- 18 Board-Shareholder Engagement and Insider Regulation
- 19 Market Soundings Rules
16 - Shareholder Proposals and the Debate over Sustainability Disclosure
Published online by Cambridge University Press: 31 August 2024
- Board-Shareholder Dialogue
- International Corporate Law and Financial Market Regulation
- Board-Shareholder Dialogue
- Copyright page
- Contents
- Contributors
- Foreword
- The Dialogue between Corporations and Institutional Investors
- 1 The New Corporate Governance
- 2 Shareholder Voice and Corporate Purpose
- 3 The Purpose of Corporate Purpose Statements
- 4 Systemic Stewardship with Tradeoffs
- 5 Giant Asset Managers, the Big Three, and Index Investing
- 6 Something Old, Something New
- 7 The Perils and Promise of Shareholders as Stakeholder Advocates
- 8 How to Facilitate ESG Investor Engagement
- 9 Emerging ESG-Driven Models of Shareholder Collaborative Engagement
- 10 ESG and Board-Shareholder Engagement in M&A
- 11 How Does Board-Shareholder Engagement Really Work?
- 12 Shareholder Engagement inside and outside the Shareholder Meeting
- 13 The Viability of Blockchain in Corporate Governance
- 14 Shareholder Engagement in East Asia
- 15 Board-Shareholder Engagement and Directors’ Appointments
- 16 Shareholder Proposals and the Debate over Sustainability Disclosure
- 17 Board-Shareholder Engagement and Disclosure Obligations under Corporate Governance Codes
- 18 Board-Shareholder Engagement and Insider Regulation
- 19 Market Soundings Rules
Summary
The SEC’s proposed climate disclosure rule has generated substantial controversy. Among the concerns raised by commentators is that the rule is unnecessary because investors can obtain sufficient climate-related disclosure throughprivate ordering. We examine one mechanism for private ordering–the shareholder proposal rule. We empirically analyze shareholder proposals requesting environmental and social disclosures during the 2021 and 2022 proxy seasons. Contrary to some assertions, we find that investors submitted hundreds of these proposals, many of which received substantial levels of investor support. We further note the significant number of proposals that are settled and withdrawn, indicating, in many cases, that the issuer committed to providing the requested disclosure. We conclude that there is substantial investor demand for greater sustainability disclosure. In modifying the mandatory disclosure regime, the SEC should look to shareholder proposals as a source of guidance and seek to complement these private ordering efforts.
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- Chapter
- Information
- Board-Shareholder DialoguePolicy Debate, Legal Constraints and Best Practices, pp. 475 - 501Publisher: Cambridge University PressPrint publication year: 2024