Delaware Chief Justice Wants to Limit Shareholder Powers

March 25, 2014

Leo Strine, the chief justice of Delaware’s Supreme Court, has proposed rolling back shareholder powers to prevent a “deluge” of corporate governance votes, the Financial Times reported on Monday.

The judge, in the latest issue of the Columbia Law Review, wrote that these votes were distracting managements and costing companies a small fortune, the newspaper reported on its website.

Strine said that without such curbs investors could “turn the corporate governance process into a constant ‘Model United Nations’ where managers are repeatedly distracted by referenda on a variety of topics proposed by investors with trifling stakes,” the newspaper said.

Strine’s proposals include charging investors to submit proposals to a company’s annual shareholder meeting and reducing the frequency of say-on-pay votes which could be held every three or four years, it reported.

Strine also said institutional investors were being overwhelmed by the number of votes they were required to cast and were failing to give them proper attention.

The Financial Times quoted Strine as saying that activist hedge funds should be made to reveal more about their positions and motives and to make those disclosures more quickly.