49 U.B.C. L. Rev. 725 (2016)
The Agency Cost Case for Regulating Proxy Advisory Firms

handle is hein.journals/ubclr49 and id is 742 raw text is: 









   THE AGENCY COST CASE FOR REGULATING PROXY
                          ADVISORY FIRMS

                          BRYCE C. TINGLEt






I. INTRODUCTION

  Something has gone wrong in Western public capital markets., They are less
  attractive to companies already listed on these markets and to companies
  that would otherwise consider going public., At the same time, Western
  economies are experiencing an apparent secular decline in dynamism and
  productivity growth.3 This has unleashed a flood of blue ribbon panels and


  t  N. Murray Edwards Chair in Business Law, University of Calgary Faculty ofLaw. Email:
     btingle@ucalgary.ca.
  1  See Bryce C Tingle, J Ari Pandes & MichaelJ Robinson, The IPO Market in Canada:
     What a Comparison with the United States Tells Us about a Global Problem (2013)
     54:3 Can Bus LJ 321 (discussing proposed causes of the decline in Canadian and US
     initial public offering (IPO) markets).
  2  See Jesse M Fried, Firms Gone Dark (2009) 76:1 U Chicago L Rev 135 at 136
     (discussing how and why firms have been delisting over the last several years); Xiaohui
     Gao, Jay R Ritter & Zhongyan Zhu, Where HaveAll the IPOs Gone? (2013) 48:6J
     Financial & Quantitative Analysis 1663 at 1664, 1667-68 (describing a drop in small
     firms issuing IPOs); Tingle, Pandes & Robinson, supra note 1 (America is not just
     generating fewer IPOs domestically, it has become significantly less attractive a market
     for foreign IPOs at 330).
  3  See  International Monetary  Fund,  World   Economic  Outlook: Uneven
     Growth Short- and Long-Term Factors (Washington, DC: April 2015) at 111-43
     (finding declining private business investment throughout the world); Ryan Decker et
     al, The Role of Entrepreneurship in US Job Creation and Economic Dynamism
     (2014) 28:3 J Economic Perspectives 3 (discussingdeclines in US economic dynamism,
     particularly declining business start-up rates and job creation and destruction); StevenJ
     Davis et al, Business Volatility, Job Destruction, and Unemployment (2010) 2:2
     American Economic J 259 (showing a declining pace of job flows over time); John
     Haltiwanger, Ian Hathaway & Javier Miranda, Declining Business Dynamism in the

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