Slide 1

Recent Developments in Directors Elections: A Comparative Perspective Marco Ventoruzzo Bocconi University, Milan, Italy PSU Dickinson School of Law ECGI

Slide 2

Overview of the Proxy Access debate in the US Example of horizontal and vertical regulatory competition Are Investors Interested in Board Representation? Comparative Analysis: From Proxy Access to List Voting?

Slide 3

1. Overview of the Proxy Access Debate in the US

Slide 4

Directors Elections Plurality voting Some corporations have adopted majority voting No shareholders access to corporate proxy NYSE Rule 452 (discretionary voting for uninstructed shares) amended in 2009

Slide 5

North Dakota: NDPTCA 2007

Slide 6

Slide 7

North Dakota: NDPTCA 2007 Delaware Responds: - Sections 112 and 113 DGCL 20082009 - 2010 SEC approves Rules 14a-11 and 14a-8(i)(8) 2011 Business Roundtable v. SEC: U.S. Court of Appeal D.C. vacates Rule 14a-11

Slide 8

2. Are Investors Interested?

Slide 9

Slide 10

Slide 11

Slide 12

3. From Proxy Access to List Voting

Slide 13

A diversified board, with representatives of minority investors, is desirable: Empirical evidence (see Chernich et alt., 2009); Controlling function; Proxy Access is not sufficient to achieve that goal;

Slide 14

1. Joe 2. Mary 3. Linda 4. Rose 24% 6% JML

Slide 15

A diversified board, with representatives of minority investors, is desirable: Empirical evidence (see Chernich et alt., 2009); Controlling function; Proxy Access is not sufficient to achieve that goal; Cumulative Voting v. List Voting

Slide 16

1. Joe 2. Mary 3. Linda 1. Rose 2. Rick 3. Paul 24% 6% JMR

Slide 17