בעלות מבוזרת, שליטה ושיתופי פעולה בין גופים מוסדיים במינוי דירקטורים

Institutional investors in Israel are increasingly active in the election of directors. Institutional investors with a significant ownership stake nominate their own candidates to the boards of public companies. They even join forces to appoint a majority of the board members. In this paper, we explore the tradeoff underlying this unique form of activism and call on policymakers in Israel to clarify the conditions under which institutional investors are permitted to appoint directors. Activism by institutional investors is commonly perceived as essential for investor protection and capital market development. At the same time, in Israel and around the world, institutional investors (such as mutual funds and pension funds) are prohibited from controlling public companies. When institutional investors become actively involved in nominating directors – and particularly when they collaborate to appoint a majority of board members – policymakers are required to draw the line between activism and the exercise of control. This article explains why coordination among institutional investors may be necessary and explores the conditions under which such coordination should not be treated as the prohibited exercise of control.