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Majority of the minority approval of related party transactions: the analysis of institutional shareholder voting

Gözlügöl, Alperen Afşin (2021) Majority of the minority approval of related party transactions: the analysis of institutional shareholder voting. European Company and Financial Law Review, 18 (5). pp. 820-862. ISSN 1613-2548

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Identification Number: 10.1515/ecfr-2021-0029

Abstract

Majority of the minority (MOM) approval of related party transactions (RPTs) has become a popular mechanism to be used in the oversight of RPTs among academics, stakeholders and regulators. Using this mechanism means that for companies, entering into RPTs are subject to the approval of a certain majority of the disinterested shareholders. This article examines the effectiveness of MOM approval as a mechanism to oversee RPTs, i. e. whether it would prevent value-decreasing RPTs while allowing value-increasing ones, by analysing institutional shareholder voting in this context within the US and European legal framework. Specifically, it examines whether institutional shareholders who dominate the shareholding across the world have sufficient incentives to cast informed votes in MOM votes on RPTs and the role of proxy advisors in this regard. Taking account of the relevant theoretical claims and empirical evidence, it provides further policy recommendations to improve the efficacy of MOM approval.

Item Type: Article
Additional Information: © 2021 Walter de Gruyter GmbH, Berlin/Boston.
Divisions: LSE
Subjects: K Law > K Law (General)
H Social Sciences > HB Economic Theory
H Social Sciences > HG Finance
Date Deposited: 17 May 2024 13:21
Last Modified: 12 Dec 2024 04:16
URI: http://eprints.lse.ac.uk/id/eprint/123514

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