In our paper, we survey the corporate landscape regarding shareholder engagement in Germany. We identify two main factors that constrain the possibilities of shareholders to engage in their company’s business decisions. The first factor concerns the legal design of the Aktiengesellschaft (AG) and in particular its two-tier board structure. A second factor concerns restrictions of shareholders’ involvement in the management of companies, especially when employees have a say in business affairs, due to the German co-determination rules. Empirically, shareholder opposition against management decisions plays a traditionally minor role. However, recent events like the dismissal of the managements’ discharge by the shareholders of Bayer in 2019 raise the question whether a new period of ‘shareholder activism’ is just about to begin. Recent developments rooting in the COVID-19-pandemic may well contribute to that transformation.

Legal means of shareholder engagement in Australia vary considerably, ranging from reliance on shareholder rights conferred under the Corporations Act 2001 (Cth) to reliance on class actions seeking the collective enforcement of legal rights arising from corporate conduct. This chapter offers an introduction to Australia’s corporate governance framework in the context of corporate decision making and the exercise of shareholders voting rights. The balance of power between shareholders and the board of directors, and its legal impact on shareholder engagement, is highlighted. Insights are provided into the legal means of shareholder engagement in Australia and the manner in which votes are exercised. There is growing evidence of shareholder apathy and the dominance of institutional investors and proxy advisors. The chapter charts the recent trend towards active shareholder engagement on ESG and human rights issues at Annual General Meetings, notwithstanding the limited opportunities to propose advisory or non-binding resolutions at meetings.

The Dutch corporate law framework of the public company (the NV) is characterized by an ‘institutional’ approach including a board autonomy principle and the focus on long-term value creation, which is well-established in Dutch (case) law. The Dutch shareholder meeting shares its important position with the corporate board and is not the highest power in the company. Despite that this Dutch framework follows a clear stakeholder model, shareholders have important decision-making rights that are defined in the law. These statutory decision-making rights include topics like (amongst others) say-on-pay, director (re-)elections, capital resolutions, discharging directors, and amendments to the articles of association. Further decision-making rights can be defined in the articles of association, albeit these articles can also limit shareholder voice via oligarchic provisions. Institutional investors systemically own the majority of the shares in the largest listed companies in the Netherlands, which explains the large and increasing focus on institutional stewardship.

Instead of relying on private ordering, the corporate governance in Taiwan has been developed mostly through government regulations. Starting with the brief introduction of Taiwan’s Company Act (CA) and corporate governance in practice, this chapter explores the legal means available for shareholder engagement under the CA: the right to call a shareholder meeting, proposal right, voting and information right, focusing on shareholders’ participation and voting in the shareholder meeting. Also, this chapter illustrates the current landscape of shareholder activism in Taiwan, observing that most activists pay more attention to the interaction with the management in the shareholder meeting, than to behind-the-scene engagements to achieve their goals, despite anecdotal evidence of the aforementioned engagements. Nonetheless, with the securities authority’s promotion of shareholder activism, this chapter notes the increase of shareholder activism events, demonstrating harbingers for the change of Taiwanese corporate governance in practice.

Institutional investors have traditionally dominated the ownership structure of large publicly traded companies in the United Kingdom. Attention to the role and participation of institutional investors in the corporate governance of British firms has been growing since the late 2000s following regulatory efforts to empower shareholders, for example, through say-on-pay votes, and to promulgate best practices of shareholder voting and engagement via soft law stewardship codes. This chapter presents the state of the art and recent trends in shareholder engagement and voting by institutional investors in the UK. Asset managers affiliated with large fund groups have been taking a more active approach to stewardship, although their efforts generally focus on identifying and promoting best practice corporate governance standards and dealing with global threats such as climate change and social matters. The chapter also discusses the roles of activist shareholders, proxy advisers and the COVID-19 pandemic in shareholder voting and engagement.

The chapter lays a roadmap for the Handbook on Shareholder Engagement and Voting. It defines shareholder engagement as shareholders’ involvement with their investee companies, using their shareholder rights and powers, both formal and informal (such as voting rights), to influence corporate affairs inside and outside general meetings of shareholders. The chapter further discusses the Handbook’s overall methodological considerations, that is, a sophisticated functionalist approach, with a combined use of doctrinal and empirical methods. The chapter proceeds to elaborate on the framework of research questions that guide the Handbook’s chapter contributions on 19 jurisdictions around the globe. The framework comprises three groups of questions: general jurisdictional features, legal means of shareholder voting and engagement, as well as shareholder voting and engagement in practice. The chapter concludes with a brief outline of the Handbook’s structure.

Empowerment of minority shareholders has been a central theme of China’s corporate governance movements in the past two decades. Cumulative voting and the majority of the minority rule are exemplary of Chinese reformers’ efforts to strengthen shareholders’ rights to vote. Other shareholders’ rights, such as the right to call a meeting, the right to propose, and the right to information, are also in place and, at least in theory, enable public shareholders to engage the controlling shareholders of their investee companies. The practical effect of these legal rights needs to be evaluated in the context of China’s path-dependent conditions, notably the prevalence of concentrated share ownership, the relatively weaker presence of institutional investors, and the approach to allocating corporate power which centres on the shareholders meeting.

This chapter has reviewed the rights of shareholders to participate in corporate affairs and engage with companies in Hong Kong. With concentrated ownership, it is unlikely that shareholders can change or influence corporate decisions through voting or engagement. Retail and minority shareholders rarely vote in general meetings. The promulgation in March 2016 of the Principles of Responsible Ownership in Hong Kong raised awareness of shareholder participation amongst large institutional shareholders. Legal means of protecting minority shareholders can help institutional shareholders to leverage their weak voting position when demanding changes in controlled firms. However, resorting to legal means is not affordable to retail investors. Hence, facilitating the online voting of retail shareholders and encouraging participation by institutional shareholders might be the best directions for future shareholder engagement in Hong Kong.

As in many other countries, shareholders in French companies have only those powers that are conferred upon them or upon the general meeting. Nevertheless, the general meeting is vested with important rights: it is in charge of the election of the board of directors, has a say-on-pay and a say on related party agreements as well as a number of ‘fundamental decisions’ of the corporation. Shareholders make active use of their (voting) rights. In practice, shareholder participation remains relatively stable over time, with higher participating rates of shareholders with double voting rights and an increasing number of shares voted by mail. Most voting items are approved with a large majority of the votes, although those on remuneration, related party agreements and share issuances are sometimes heavily contested. Engaged shareholders make regularly use of shareholder proposals and shareholder questions. Further, every year, a number of French companies are confronted with activist shareholders who want to effect changes in the strategy or governance of the company, albeit with varying degrees of success. To meet their requests, an increasing numbers of companies are appointing a director with special responsibilities vis-à-vis shareholders.