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投票顧問機構之我國法制研究:理論、實證及管制策略
Journal article

投票顧問機構之我國法制研究:理論、實證及管制策略

孟璇 吳 and 昌憲 蔡
證券市場發展季刊, Vol.36(3), pp.1-84
09/2024

Abstract

投票顧問機構;ISS;Glass Lewis;股東議合;經營權爭奪
<p><span lang="EN-US" style="font-size:12.0pt"><span style="font-family:&quot;Times New Roman&quot;,serif">ISS and Glass Lewis, the two major proxy advisors in the global marketplace, have progressively influenced Taiwan&rsquo;s capital market. However, Taiwan has not yet established specific regulations for proxy advisors. In light of this challenge, this article first examines the practical issues related to proxy advisors, as well as the latest US regulations and those set by the international self-regulatory organization &quot;The Best Practice Principles Group&quot; for regulating proxy advisors. Focusing on Taiwan&rsquo;s practices, this article further explores the interactions between Taiwan&rsquo;s public sectors and proxy advisors, specifically ISS and Glass Lewis. As such, this article argues that public-private collaborative governance is an effective regulatory strategy, with three main regulatory approaches: disclosure of service quality, avoidance and management of conflicts of interest, and engagement mechanisms. Regarding regulatory tools, in addition to establishing stewardship codes for proxy advisors and setting up a local proxy advisor with neutral and government oriented features, the function of the Securities and Futures Investors Protection Center could be strengthened to play a role in setting the record straight in Taiwan&rsquo;s capital marketplace</span></span></p>

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