A. IntroductionTo prevent an episode like the current financial crisis from happening again, many experts are calling for greater participation and commitment from institutional shareholders towards their investee companies. However, when it comes to corporate governance, we may be expecting too much from institutional shareholders. To answer this question, the following deliberations will first describe those currently under discussion as possible future obligations of institutional shareholders and then analyze whether such proposals are reasonable.B. Institutional Shareholder ExpectationsA combination of tax and other regulatory factors has led to substantial growth in capital held by institutional investors over time, with institutional shareholders now making up one of the largest shareholder groups: in 2006 they accounted for 41.1% of UK ordinary shareholder shares and 60% of US share ownership. The United Kingdom's Combined Code on Corporate Governance (since June 2008) specifically addresses the responsibilities of institutional shareholders, but only at a superficial level, recommending for example a dialogue between the company's board of directors and institutional shareholders and considering the use of votes. In the wake of the financial crisis, however, broader obligations have been formulated for institutional shareholders, including, among other things, enhanced dialogue between management and investors (in “normal” and “tense” situations), close monitoring of performance of the investee company and the disclosure of electoral data and voting policy, all to be included in a new Management Code. In hindsight, at least some of the reasons for the current financial crisis could have been avoided... half of the paper.... Shareholders do not intend to micromanage and "guess" the boards of directors of investee companies. These developments, if implemented, will lead to a blurred line between simple monitoring and interference with managerial functions. While passive shareholder behavior is undoubtedly one of the many reasons for the financial crisis, the proposals discussed would delegate all responsibilities only to a single group of shareholders who, while probably better suited to perform this function than individual shareholders, cannot be should carry this burden alone, especially since all the reservations mentioned above, but especially the considerable costs of an expanded engagement that outweigh its potential benefits and fiduciary duties as a limiting factor for the engagement, make the intended guardianship role of institutional shareholders largely ineffective.
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