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This study assesses the impact of minority shareholder empowerment via lower defeat thresholds in "say-on-pay" votes on CEO compensation and career prospects for directors. We exploit the adoption of the Australian "two-strikes" rule as a quasi-exogenous shock, which empowers shareholders to vote on board dismissal if a firm's remuneration report receives 25 percent or more dissent votes for two consecutive years. Using a difference-in-differences methodology, we find that firms respond to a "strike" by curbing excessive CEO pay. Under the two-strikes regime, independent directors are held more accountable for poor oversight and experience significant reputational penalties in terms of turnover and the loss of outside directorships subsequent to receiving a strike. The results are mainly driven by firms receiving a nonmajority strike, indicating that the effectiveness of the two-strikes regime stems largely from the lower defeat threshold. Data Availability: Data are available from the public sources cited in the text. JEL Classifications: G34. [ABSTRACT FROM AUTHOR]

There is ongoing interest in understanding share ownership and control dynamics in publicly listed companies, given the governance and regulatory implications arising therefrom. This article presents a new empirical analysis of shareholder data, focusing on the largest 50 publicly listed companies in Australia, filling a striking gap in the existing literature. Specifically, the following issues are investigated within each company: 1. The level of institutional ownership within the largest 20 registered shareholders; 2. The percentage of issued capital owned by the largest three registered shareholders; 3. The control of that ownership, to determine the extent to which ownership and control diverge; and 4. Substantial shareholding information is collected and analysed, in order to reduce the information gap which exists between ownership and control, and to provide a more complete picture of shareholding patterns. Several explanatory factors behind the identified landscape and the implications arising from the findings are then discussed. [ABSTRACT FROM AUTHOR]

The article presents a lecture delivered by the president of the Australian Law Reform Commission about the work of the Commission in its Inquiry into the Legislative Framework for Financial Services and Corporations Law. Topics discussed include purpose of the work, fundamental norms that were identified by Commissioner Kenneth Hayne, and interaction between norms and equitable principles.

Climate change is now clearly recognised as a source of financial risk for private sector actors. In Anglo-American jurisdictions like Australia, corporate law and prudential regulatory frameworks contain obligations to identify, disclose and manage material financial risks that can be applied to climate-related risks. These legal frameworks have served as a foundation for the emergence of a range of private regulatory initiatives which seek to develop and apply best practice standards for climate risk disclosure and management, and which involve a range of different actors in driving the uptake of, and seeking to enforce, these standards. This paper explores the body of emerging private climate risk regulation, focusing particularly on the central organising theme of these initiatives: aligning private climate risk management to the climate mitigation goals of the international Paris Agreement. It outlines the way in which Paris-alignment and net-zero emissions are emerging as new norms guiding private sector approaches to climate change and explores how this interacts with and builds on essentially climateneutral, risk-based corporate law and prudential regulatory frameworks. While there is considerable potential in Australia for Paris-aligned private risk management to contribute meaningfully to achieving international climate mitigation goals, there are also well-founded concerns about the effectiveness of these private measures that require further investigation. [ABSTRACT FROM AUTHOR]

Information asymmetry between shareholders and corporate managers can subvert contemporary calls for increased institutional investor oversight. Information asymmetry can also arise between minority shareholders and controlling shareholders. This article examines the trajectory of shareholder inspection rights in Australia. It evaluates the effectiveness of an important shift in the 1980s from the narrow and prescriptive U.K. common law inspection right to a statutory regime, which confers broad discretion on the courts to decide whether inspection is appropriate. The article also explores the tension between inspection rights (which provide individual shareholders with access to non-public company information) and modern securities laws which promote market integrity by preventing selective disclosure of material information by listed entities. The Australian experience provides international law makers and researchers with important insights into the efficacy and implications of different models of regulating shareholder inspection rights. [ABSTRACT FROM AUTHOR]