Street Name Registration: An Antiquated Idea

by Scott Hirst, for The Harvard Law School Forum at Harvard Law School, January 30, 2010.

“Street name registration” largely took root under emergency conditions stemming from a paperwork crisis during the 1960s, before networked computers were ubiquitous in trading markets. Immobilizing stock and registering it in the name Cede &Co., which was presumed by many to a temporary measure, now undermines our ownership culture.

Just as poker chips allow us to play under rules that often favor the house, those holding “security entitlements,” instead of registered stock, do not acquire the rights of real shareowners.

Street name registration, and the costs associated with shareowners learning each other’s identity, escalates the cost of proxy solicitations to hundreds of thousands of dollars—and that exorbitant cost is why entrenched boards routinely run unopposed. Eliminating street name registration, in favor of a direct registration system (DRS), could bring the cost of proxy solicitation down to a few thousand dollars. That could have a bigger impact on shareowner rights than the SEC’s proposed proxy access initiative.

Because DRS will facilitate corporation-shareholder and shareholder-shareholder communications, the volume of such communication is likely to increase. As this happens, appropriate steps should be taken to ensure communications are presented in a manner that is intelligible to and convenient for average investors. For example, shareholders have long sought integrated proxy solicitations that combine materials from all parties in a contested election. DRS would facilitate this…(continue reading)


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