Are In-Person Shareholder Meetings Outdated? The Value of Implicit Communication
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Masaki Iwasaki
Abstract
Following the COVID-19 pandemic, many Asian countries have allowed virtual shareholder meetings. These meetings can not only prevent the spread of infection but also lower companies’ costs and facilitate shareholders’ participation. However, in virtual meetings, shareholders may lose a significant portion of implicit communication—communication through nonverbal elements—with management and other shareholders, a factor which has not been fully recognized as a benefit of in-person meetings. If this benefit is not sizable, then making a shareholder meeting non-mandatory is reasonable, whether in-person or virtual, because the other benefits of these meetings are not significant. However, some evidence shows that the benefit of implicit communication may be important for shareholders in many cases. If virtual meetings cannot sufficiently realize this benefit through virtual reality, it would generally be desirable to use them as a complimentary tool for in-person meetings, not as a substitute.
Funding source: The 2020 Research Fund of the Seoul National University Asia-Pacific Law Institute
Acknowledgments
The author thanks an anonymous referee for helpful comments on this paper, Alex Yueh-Ping Yang for his helpful comments on my ideas, and HeeYoon Park for her excellent research assistance.
Research funding: This article was funded by the 2020 Research Fund of the Seoul National University Asia-Pacific Law Institute, donated by the Seoul National University Law Foundation.
References
Ali, A., M. T. Durney, J. E. Fisch, and H. Kyung. 2019. “Implicit Communication and Enforcement of Corporate Disclosure Regulation,” European Corporate Governance Institute – Finance Working Paper No. 635/2019, U of Penn, Inst for Law & Econ Research Paper No. 20–46. Available at https://ssrn.com/abstract=3440852 or https://doi.org/10.2139/ssrn.3440852.10.2139/ssrn.3440852Search in Google Scholar
Asian Corporate Governance Association. 2020. Impact of Covid-19 on AGMs in Asia-Pacific: The Rise of Electronic Meetings. Also available at http://www.acga-asia.org/pdf/acga-presentation-acsn-webinar-28july2020.Search in Google Scholar
Blankespoor, E., B. E. Hendricks, and G. S. Miller. 2017. “Perceptions and Price: Evidence from CEO Presentations at IPO Roadshows.” Journal of Accounting Research 55 (2): 275–327, https://doi.org/10.1111/1475-679x.12164.Search in Google Scholar
Boros, E. 2004. “Virtual Shareholder Meetings.” Duke Law and Technology Review 3 (1): 1–10.Search in Google Scholar
Broadridge Financial Solutions. 2019. Virtual Shareholder Meetings 2019 Facts and Figures. Also available at https://www.broadridge.com/_assets/pdf/broadridge-virtual-shareholder-meetings-2019-facts-and-figures.pdf.Search in Google Scholar
Broadridge Investor Communication Solutions and PricewaterhouseCoopers. 2020. 2020 Proxy Season Review. Also available at https://www.broadridge.com/_assets/pdf/broadridge-proxypulse-2020-review.pdf.Search in Google Scholar
CalPERS. 2019. CalPERS’ Governance & Sustainability Principles. Also available at https://www.calpers.ca.gov/docs/forms-publications/governance-and-sustainability-principles.pdf.Search in Google Scholar
CII. 2017. Build a Better Meeting: Five Tips for U.S. Companies Looking to Convene a Shareholder Oriented Shareholder Meeting. Also available at https://www.cii.org/files/publications/10-17-17%20Build%20A%20Better%20Meeting(1).pdf.Search in Google Scholar
Covington, and Burling. 2020. A Virtual Meeting Playbook. Also available at https://www.cov.com/-/media/files/corporate/publications/2020/10/a-virtual-metting-playbook.pdf.Search in Google Scholar
Feldman, R., S. Govindaraj, J. Livnat, and B. Segal. 2010. “Management’s Tone Change, Post Earnings Announcement Drift and Accruals.” Review of Accounting Studies 15: 915–53, https://doi.org/10.1007/s11142-009-9111-x.Search in Google Scholar
Fontenot, L. A. 2018. “Public Company Virtual-Only Annual Meetings.” Business Lawyer 73: 35–51.Search in Google Scholar
Glass, Lewis. 2020. Proxy Paper Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice United States. Also available at https://www.glasslewis.com/wp-content/uploads/2016/11/Guidelines_US.pdf.Search in Google Scholar
Japan Investor Relations Association. 2010. Kojin Toshika no Toshi Ishiki to IR Nizu ni Kansuru Anketo [Survey on Retail Investors’ Intentions and IR needs]. Also available at https://www.meti.go.jp/committee/kenkyukai/sansei/kigyo_johokaiji/pdf/007_09_01.pdf.Search in Google Scholar
Loughran, T., and B. McDonald. 2011. “When Is a Liability Not a Liability? Textual Analysis, Dictionaries and 10-Ks.” Journal of Finance 66: 35–65, https://doi.org/10.1111/j.1540-6261.2010.01625.x.Search in Google Scholar
Mayew, W. J., and M. Venkatachalam. 2012. “The Power of Voice: Managerial Affective States and Future Firm Performance.” The Journal of Finance 67: 1–43, https://doi.org/10.1111/j.1540-6261.2011.01705.x.Search in Google Scholar
Schwartz-Ziv, M. 2020. “How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice.” Working Paper, http://doi.org/10.2139/ssrn.3674998. https://ssrn.com/abstract=3674998.10.2139/ssrn.3674998Search in Google Scholar
Shoji Homu. 2020. “Kabunushi Sokai Gaikyo [Summary of Shareholder Meetings].” Shiryoban Shoji Homu 436: 71–151.Search in Google Scholar
Tanaka, W. 2020. “Kaigitai to shite no Kabunushi Sokai no Yukue [Future of Shareholder Meetings as a Decisionmaking Forum].” Kigyo Kaikei 72 (6): 41–7.Search in Google Scholar
The Best Practices Working Group for Online Shareholder Participation in Annual Meetings. 2012. Guidelines for Protecting and Enhancing Online Shareholder Participation in Annual Meetings. Also available at https://www.broadridge.com/_assets/pdf/broadridge-guidelines-for-protecting-and-enhancing-online-shareholder-participation-in-annual-meetings.pdf.Search in Google Scholar
Yoshikawa, H. 2020. “2020 Nen 6 Gatsu Kabunushi Sokai Shizun no Sokatsu to Shisa [Summary and Implications of Shareholder Meetings in June 2020].” Daiwa Institute of Research Group Consulting Report. Also available at https://www.dir.co.jp/report/consulting/governance/20200826_021721.pdf.Search in Google Scholar
Zetzsche, D. A., L. Anker-Sørensen, R. Consiglio, and M. Yeboah-Smith. 2020. “The COVID-19-Crisis and Company Law – Towards Virtual Shareholder Meetings.” University of Luxembourg Faculty of Law, Economics & Finance WPS 2020-007, Available at https://ssrn.com/abstract=3576707 or https://doi.org/10.2139/ssrn.3576707.10.2139/ssrn.3576707Search in Google Scholar
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Articles in the same Issue
- Coping with COVID-19: Legal, Economic, and Policy Perspectives
- Patent Races for COVID-19 Vaccines and Liability Rules
- Are In-Person Shareholder Meetings Outdated? The Value of Implicit Communication
- Regular Issue
- India’s Inequality Trap: The Role Played by Taxation Policies and Automation
- The Trade-off Between Household Expenditures and Smoking Expenditure: Pre and Post Smoking Awareness Ordinance in Pakistan
- In the Same Boat, but not Equals: The Heterogeneous Effects of Indirect Taxation on Child Health in Punjab-Pakistan
