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CLASS NOTES

 
 
IV. Corporate Governance 
     B. Shareholder Role in the Public Corporation
          4. Institutional Investors
  • Institutional investors 
    • types of institutional investors 
      • pension funds - public / private 
      • mutual funds 
      • insurance companies 
      • banks 
      • endowments / foundations
    • trend in ownership 
    • concentration in public companies
  • constraints on institutional activism 
    • government regulation 
      • SEC proxy rules 
      • insider trading rules 
      • 5% voting group disclosure
    • incentives / conflicts 
      • private pension funds - who manages? 
      • mutual funds - where get information to beat market? 
      • insruance companies - what relation to corp management? 
      • banks - what is main business with corporations?
Daily Thoughts
  • Coca-Cola was originally green. 
  • Every day more money is printed for Monopoly than the US Treasury. 
  • It is possible to lead a cow upstairs but not downstairs. 
  • Smartest dogs: 1) Scottish border collie; 2) Poodle; 3) Golden retriever. Dumbest: Afghan hound. 
  • Hawaiian alphabet has 12 letters. 
  • Men can read smaller print than women; women can hear better. 
  • Amount American Airlines saved in 1987 by eliminating one olive from each salad served first class: $40,000 
  • City with the most Rolls Royce's per capita: Hong Kong 
  • State with the highest percentage of people who walk to work: Alaska
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    Problems

    CalPERS is a public pension fund whose executive board is appointed by the state legislature and governor.  The CalPERS board worries about the board responsiveness, particularly as it might affect environmental issues.  CalPERS targets a campaign aimed at certain publicly-traded companies with particularly non-responsive boards.  The campaign asks fellow shareholders to vote for new bylaw provisions that would set up special board committees at the targeted companies to report to shareholders on environmental issues and each company's efforts to be environmentally responsible.

    Party A (CalPERS) Argue the proposed bylaw provision is valid under the MBCA and proper for shareholder initiation and voting.

    Party A (management) Argue the proposed bylaw provision is invalid and improper under the MBCA.
    Readings