Archive for January, 2016

How are board directors elected? The Spanish case.

January 17, 2016 Leave a comment

In a previous post, (1) I briefly compared the US/Canada system to elect directors to a board with the Spanish case. Not being an expert in the North American system, I only considered the main difference with the Spanish system. In a very recent post (2) I again dealt with the Proxy Access failed legislation and the recent trend in US companies to receive shareholder proposals that aim at introducing it in a company by company case, (modifying the company bylaws).

In this post though, I will try to unveil the Spanish electing system, which in public companies combines proportionality with different majority systems.

First, we will refer to the different qualification of directors according to their origin, as described by the Spanish (CL) Corporate law`s article 529 duodecis (3): Read more…


Proxy Access and Proportional Election systems

January 16, 2016 2 comments

I will herein introduce a topic suggested by Prof. Bainbridge in its recent post “Does proxy access matter?”, (1).

 While the post refers to Proxy Access, which is currently a trendy topic in Corporate Governance discussions in the USA, we will deal with a side issue.

 Proxy access is a “mechanism that gives shareholders the right to nominate directors and have those nominees included in the company’s annual meeting proxy statement.” Read more…