Ownership, Activism and Engagement: Institutional Investors as Active Owners
Author | Donald Nordberg,Terry McNulty |
Published date | 01 May 2016 |
DOI | http://doi.org/10.1111/corg.12143 |
Date | 01 May 2016 |
Ownership, Activism and Engagement:
Institutional Investors as Active Owners
Terry McN u l t y *and Donald Nordberg
ABSTRACT
Manuscript Type: Conceptual
Research Question/Issue: We research two questions: First, why do some institutional investors operate at a distance from
organizations seemingly acting only to “exit”and “trade”shares, while others actively engage through various means of
“voice”? Second, what processes and behaviour are associated with active ownership?
Research Findings/Insights: We develop the concept of active ownership by drawing on contrasting theories and images of
ownership, identifying antecedentsof active ownership and distinguishing between alternative processes of activeownership.
Theoretical/Academic Implications: Alternative pathways to active ownership contrast the distant, sometimes adversarial nature
of shareholder activism with an engaged, collaborative relationship between investors and corporations. Few studies examine active
ownership as a process of engagement and mutual exchange between parties taking a generally longer-term perspective toward
investment in the firm and its affairs. After modeling active ownership, we develop a research agenda of substantive issues ranging
from market and institutional conditions, through investment organization and practice, to board and investor relations.
Practitioner/Pol icy Implications: Opening up the multidimensionality of engagement and relations between investors and
corporationsis crucial to promoting good corporate governance.Policymakers and practitioners require suchknowledge when
anticipating and developing adjustments to institutions of corporate governance.
Keywords: Corporate Governance, Institutional Investors, Ownership, Activism, Engagement
INTRODUCTION
The global financial crisis of 2007–09 raised questions about
many aspects of the economic system. After decades of con-
cern about how corporations govern themselves, more attention
is turning to other aspects of the complex web of connections that
make up the system of capital. This article examines one aspect
of that system, shareholders –in particular institutional investors
and their engagement with the companies in which they invest.
We review a broad body of literature crossingseve raldi sciplines
to develop a model of active ownership by institutional share-
holders and a related research agenda. Using the model, we
address the following questions: First, why do some institutional
investors operate at a distance from organizations seemingly
acting only to “exit”and “trade”shares while others actively
engage through various means of “voice”?Second,what
processes and behavior are associated with active ownership?
The literature on shareholder activism
1
addresses these
questions according to the characteristics of activists, target
firms, and the environment (Goranova & Ryan, 2014).
However, while shareholder activism is sometimes described
as a broad phenomenon (Chung & Wynn,2014), our reflection
on the literaturesuggests it has been treated in quitea narrow
way conceptually, methodologically, and empirically. More
can be done tounderstand institutional investorheterogeneity
and related motivations, processes, and effects involved in
what we term “active ownership.”
Our concept of active ownership includes shareholder
activism, defined as “actions taken by shareholders with the
explicit intention of influencing corporations’policies and
practices”(Goranova & Ryan, 2014: 1232) but extends to a
wider range of institutional investor behavior, that incorpo-
rates developingrelations with corporationsthrough different
influence processes and intent. This type of on-going active
ownership is likely to involve mutual exchanges aimed at
understanding more than change, and taking a generally
longer-term perspective toward investment in the firm and
its affairs. Continuing engagement of this sort does not
preclude change-seeking, but it is part of the process, rather
than the process itself. Defined in this way, active ownership
also contrasts with passive ownership, which involves
holding the shares; collecting dividends and perhaps voting,
but in an undeliberated way;
2
and trading.
This article thus augments recent work on shareholder
activism (Goranova & Ryan, 2014) by considering alternative
*Address for correspondence: Terry McNulty, University of Liverpool Management
School, ChathamStreet, Liverpool L697ZH, UK. Email: t.h.mcnulty@liverpool.ac.uk
This is an open access articleunder the terms of the Creative Commons Attribution-
NonCommercial-NoDerivs License, whichpermits use and distributionin any medium,
providedthe original work isproperly cited, the useis non-commercial andno modifica-
tions or adaptations are made.
© 2016The Authors. CorporateGovernance: An InternationalReview Publishedby John Wiley& Sons Ltd
doi:10.1111/corg.12143
346
Corporate Governance: An International Review, 2016, 24(3): 346–358
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