Can a global legal misfit be fixed? Shareholder stewardship in a controlling shareholder and ESG world

• Main Authors: LIM, Ernest, PUCHNIAK, Dan W.
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2022
• Subjects: shareholder stewardship; controlling shareholders; comparative corporate law and governance; ESG; Banking and Finance Law
• Online Access: https://ink.library.smu.edu.sg/sol_research/4024; https://search.library.smu.edu.sg/discovery/fulldisplay?docid=alma99584687302601&context=L&vid=65SMU_INST:SMU_NUI&lang=en&search_scope=Everything&adaptor=Local%20Search%20Engine&tab=Everything&query=any,contains,Global%20Shareholder%20Stewardship&offset=0
• Institution: Singapore Management University

UK-style shareholder stewardship is a global legal misfit because it was designed for a jurisdiction with dispersed shareholding where institutional investors collectively control a majority of the shares but has been transplanted into jurisdictions where controlling shareholders predominate. What ought to be the role of shareholder stewardship in a world dominated by controlling shareholders? This chapter analyzes the effectiveness of shareholder stewardship in advancing ESG in controlled jurisdictions then evaluates the effectiveness of the only stewardship code – the Singapore Family Code – to have attempted to reorient UK-style stewardship to a controlling shareholder environment. It concludes that prospects for shareholder stewardship in jurisdictions where controlling shareholders predominate are likely limited. Although a reoriented approach may help nudge controlling shareholders towards ESG, hard law will likely be needed to bring about real change. This suggests that shareholder stewardship may be used as a smokescreen by controlling shareholders and governments, sending a formal signal that they are addressing ESG when functional change is limited in practice.