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The road to shareowner power
(1999)
A dramatic rise in shareowner power and improvements in corporate governance tan be achieved in the next few years by expanding the role of proxy advisory firms. This will require changing the way such firms are paid. They are now paid directly by investors who buy their advice; but this arrangement suffers from a free-rider problem. Instead, they should be paid by each corporation about which they are advising, in accordance with shareholder vote so as to preclude management influence. This arrangement would make it economically feasible for advisory firms to expand their services, becoming proactive like relational investors. Any proxy advisor other than the market leader Stands to gain tremendously by initiating this new System. lt would eliminate the natura1 monopoly feature of the current System, and spread the tost more equitably across all shareowners. lt would also enable proxy advisory ftrms to market their Services to individual investors via the internet.
The previous proposal for a company law directive on takeovers in 1990 was rejected in Germany almost unanimously for several different reasons. The new "slimmed down" draft proposal, in the light of the subsidiarity principle, takes the different approaches to investorprotection in the various member states better into account. Notably, the most controversial principle of the previous draft, viz. the mandatory bid rule as the only means of investorprotection in case of a change of control, has been given up. Therefore a much higher degree of acceptance seems likely. The Bundesrat (upper house) and the industry associations have already expressed their consent; the Bundestag (Federal Parliament) will deal with the proposal shortly. The technique of a "frame directive" leaves ample leeway for the member states. That will shift the discussion back to the national level and there will lead to the question as to how to make use of this leeway (cf. II, III, below) rather than to a debate about principles as in the past. It seems likely that criticism will confine itself to more technical questions (cf. IV, below).