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

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?

1. Overview of the “Proxy Access” Debate in the US

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

North Dakota: NDPTCA 2007

North Dakota: NDPTCA 2007 Delaware Responds: - Sections 112 and 113 DGCL 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

2. Are Investors Interested?

3. From Proxy Access to List Voting

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;

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

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

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