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The current debate over shareholder access to the issuer's proxy statement for the purpose of making director nominations is both overstated in its importance and misses the serious issue in question. The Securities and Exchange Commission's ("SEC's") new e- proxy rules, which permit reliance on proxy materials posted on a website, should substantially reduce the production and distribution cost differences between a meaningful contest waged via the issuer's proxy and a freestanding proxy solicitation. No matter which avenue is used, however, the serious question relates to the appropriate disclosure required of a shareholder nominator. Should the nominator be subject to the broad-ranging disclosure requirements now associated with the freestanding contest? Or should there be curtailed disclosure for a nominator (who disavows control motives) of a limited number of directors whose election will not change control? The inescapable costs lie in disclosure, not so much because of the drafting costs, but because of the liability standard associated with the current proxy solicitation rules. A party may be subject to a private suit for material misstatements or omissions in connection with a solicitation even without a showing of scienter. Disclosure under such a regime entails not only the up-front costs of precaution, but also the uncertain (and potentially high) costs of litigation. These costs – not the production, distribution, or other solicitation costs in an e-proxy-eligible world – will constrain director nominations made by a "good governance" activist without a large stake or a control motive. The current regulatory round associated with the SEC's sidestepping of the Second Circuit's proxy access opinion in AFSCME v. AIG is a sideshow, diverting attention from this important issue.

"May 18, 1987." ; Cover title. ; Includes bibliographical references. ; Mode of access: Internet.

PurposeBlockchain is a distributed ledger technology that uses cryptography to ensure transmission and access security, which provides solutions to numerous challenges to complex supply networks. The purpose of this paper is to empirically test the impact of blockchain implementation on shareholder value varying from internal and external complexity from the complex adaptive systems (CASs) perspective. It further explores how business diversification, supply chain (SC) concentration and environmental complexity affect the relationship between blockchain implementation and shareholder value.Design/methodology/approachBased on 138 blockchain implementation announcements of listed companies on the Chinese A-share stock market, the authors use event study methodology to evaluate the impact of blockchain implementation on shareholder value.FindingsThe results show that blockchain implementation has a positive impact on shareholder value, and this impact will be moderated by business diversification, SC concentration and environmental complexity. In addition, environmental complexity exerts a moderating effect on SC concentration. In the post hoc analysis, the authors further explore the impact of blockchain implementation on long-term operational performance.Originality/valueThis is the first research empirically examining the effect of blockchain implementation on shareholder value varying from internal and external complexity from the CASs perspective. This paper provides evidence of the different effects of blockchain implementation on short- and long-term performance. It adds to the interdisciplinary research of information systems (IS) and operations management (OM).

How one tenacious company found the drive to succeed--on a global scale In the early 1980s, Caterpillar, Inc. lost one million dollars per day for three consecutive years. Its continuing existence came into question. Today, "CAT" is the world's most profitable manufacturer of construction and mining equipment and large engines. The now legendary global company made numerous well-calculated, though risky decisions for three consecutive decades--in the process scaling to heights unimaginable to even the finest business enterprises. How did they do it? The Caterpillar Way. Senior management at CAT facilitated the authors' one-year odyssey through the hallways and intriguing history of the construction industry giant. This inspiring book takes you behind the scenes with the CEOs, executive vice presidents, managers, dealers, customers, union bosses, and Wall Street analysts who were players in Caterpillar's drive to global dominance. You'll discover: CAT's change-or-die approach to restructuring How a local firm from central Illinois became a local firm on a global basis The secret behind Caterpillar's decades-long revenue explosion How to use branding and product financing effectively What true dedication and commitment to Six Sigma really entails Why Caterpillar became the mecca for HR officers negotiating with unions The authors' prediction of CAT's stock price through 2020 The Caterpillar Way provides essential management lessons in powerful behind-the-scenes stories. You'll learn how the Caterpillar leaders responded quickly to changing markets, allocated capital efficiently throughout the firm, and nourished a cultish team spirit that wins. Innovative leaders make game-changing decisions. If any company is built to last, it's Caterpillar, Inc. With its trademark yellow trucks, cranes, machinery and engines, this home-grown manufacturer has survived more than its share of ups and downs to become the #1 industry leader of construction equipment in the world. The Caterpillar Way reveals, for the first time, the remarkable inside story, written with full access to the way CAT runs its business, from bottom to top. They blaze their own trail. This is The Caterpillar Way.

We examine how the authority of investors to speak about climate change with corporations is established. Leveraging the 'communication as constitutive of organisations' (CCO) perspective, we analyse who speaks on behalf of whom (or what) in shareholder engagement on corporate carbon emissions. Based on access to private dialogues between an engager acting on behalf of a pool of investors with 20 utility corporations, we identify how three authoritative personae—that of diplomat, advocate, and coach—convey climate change concerns. We find that the mirroring of these authoritative personae by corporations may lead to deliberation, evasion, or rejection of the suggested courses of action. We theorise how relational authority is communicatively constituted in shareholder engagement through a process of mirroring and switching between authoritative personae. Our framework contributes to the study of CCO and relational authority by highlighting how meta-figures are used by external actors in an attempt to author appropriate corporate actions. We discuss the implications of our framework for the role of shareholder engagement in current attempts at greening financial capitalism.