Democratizing Pension Funds : Corporate Governance and Accountability »

"Pension funds own significant shares of the world's largest corporations. However, the beneficiaries of pensions often have little or no say in corporate governance issues - in spite of their status as owners and even though the environmental, social, and economic performance of these corporations will impact not only their retirement accounts but also the very world into which they will retire." Democratizing Pension Funds analyzes the reasons for this passivity, pointing to conflicts of interest with respect to corporate governance activity in pension plans and also to limitations in corporate, securities, and pension law. The author moves the debate further by arguing that these conflicts of interest can be addressed by giving plan members a voice in pension plan governance as well as making the pension plan accountable to them. He also outlines the legal reforms necessary to implement accountability.

1 Corporate Investment by Employee Pension Funds: A Deal with the Devil? 13

2 Pension Fund Assets and Plan Members: A Question of Ownership? 35

3 The Duties of Pension Fund Managers towards Plan Members with Respect to the Governance of Invested Corporations 53

4 Corporate Law's Opportunities and Limitations for Pension Fund Corporate Governance Activity 73

5 The Enhancing and Constraining Effects of Securities Regulation on Corporate Governance by Pension Funds 106

6 Designing Democratic Corporate Governance Accountability Options 140

Conclusion: Pension Funds Must Be Accountable to Plan Members for Using Corporate Governance to Enhance Corporate Environmental, Social, and Governance Performance 174

Notes 180

Bibliography 223

Index 238