We provide a general framework for analyzing shareholder rights in control transactions. When dispersed shareholders have only their statutory rights to vote on the transaction and to appraisal, their inability to make counteroffers leaves them vulnerable to low-ball offers. We show that...

We present the first comprehensive study of mutual fund voting in proxy contests. Among contests where voting takes place, passive funds are ten percentage points less likely than active funds to vote for dissidents. The gap shrinks significantly when accounting for votes withheld from...

The fine balance between prevention of minority shareholder rights and the independent will of the majority shareholders to run the company they majorly hold is largely dependent on the securities enforcement agencies of the country. In India, The SEBI has engaged in minority protections at the...

Exchanges and index providers increasingly push firms to equalize shareholder voting rights. We explore the potential harm arising from dual-class structures by studying the identity and returns of minority shareholders. First, we find that sophisticated investors disproportionately own...

We examine the effect of voting requirements in M&A transactions on managerial disclosure, information asymmetries, and voting outcomes. We find that voting requirements lead firms to provide more disclosure and in a timelier manner, including disclosure of the merger agreement, information on...

This paper examines racial preferences of shareholders in the context of corporate director elections. Focusing on director nominees receiving negative recommendations from the dominant proxy advisor ISS, we document a higher propensity of mutual fund managers to vote for such nominees who match...

This research explores the influence of shareholder votes on corporate governance and firm performance within U.S.-listed companies. By exercising their right to vote, shareholders can express their approval or disapproval of corporate governance practices. To comprehensively examine the effects...

While mutual funds are required to vote on directors in every portfolio firm every year, many funds satisfy this requirement by following the recommendations of proxy advisory service companies such as ISS. However, companies complain that ISS employs one-size-fits-all policies, which do not...

The increasing use of dual class voting structures in public companies, and the frequency with which such structures contain sunset provisions, raises the issue of when and how such sunset provisions should be modified, extending the company’s use of the dual class structure. Recent decisions...

Recent years have seen a reemergence of the practice of awarding “mega grants” to CEOs. Mega grants are large, one-time equity awards granted in lieu of or in addition to annual awards with the intended purpose of providing significant incentive to the CEO to achieve long-term targets. The...

Shareholder say-on-pay votes allow institutional investors to influence the incentives of managers and, consequently, corporate behaviour. Surprisingly, the preferences of investors on executive compensation have been largely overlooked in the ongoing debates on sustainable corporate behaviour....

The shareholders are the owners of the corporation. The corporation has a separate legal existence independent of the shareholder-owners and a shareholder is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were...

This Congressional testimony, requested by the House Financial Services Committee, reviews the history and current state of the federal shareholder proposal rule and how it has been seized by special interests to push agendas at odds with shareholder interests; ponders the conundrum that passive...

This chapter examines dual class common stock. Dual class stock has evolved from a vehicle used largely by insiders in family owned and media companies to retain control into a popular capital structure for founders and initial shareholders in technology start-ups. After briefly reviewing the...

Traditionally, fund managers cast votes on behalf of investors whose capital they manage. Recently, this system has come under intense debate given the growing concentration of voting power among a few asset managers and disagreements over environmental and social issues. Major fund managers now...

We study the consequences of weakening shareholder primacy using Nevada Senate Bill 203 as a quasi-natural experiment. A difference-in-differences analysis shows that, instead of improving their governance in response to the Bill to reassure capital providers, affected firms experience a...

The underlying theme of this Article is that the Big Three investment advisers to index funds (BlackRock, Vanguard, and State Street) need to be understood as agents of those who invest in the mutual funds and exchange traded funds they manage. They are not institutional investors, the role...

We develop an empirical model of overlapping ownership conduct. The model (i) links firm conduct parameters to deep parameters of the firm's process of shareholder preference aggregation through voting; (ii) can cope with ownership settings involving both intra- and inter-industry overlapping...

We examine the efficacy of proxy voting to limit inflated CEO pay. We find that the percentage of dissenting votes that go against director-sponsored compensation proposals increases following a staggered rejection of the Inevitable Disclosure Doctrine (RIDD), which increases CEOs’ job...

Dual class shares and the anticompetitive effects of common ownership are two of the most discussed corporate governance issues of our time. In this Article, we identify a hidden connection between them, which allows us to derive policy implications that are relevant for both.The traditional...

We show that in countries with more societal trust shareholders cast fewer votes at shareholder meetings and are more supportive of management proposals. This result is confirmed by instrumental variable regressions. It also holds at the U.S.-county level and for voting by U.S. institutional...

Exploiting interstate branching deregulations as exogenous shocks to banking market competition, we examine the impact of increased market competition on shareholder voting in the U.S. banking industry. Voting is one of the primary mechanisms through which shareholders participate in corporate...

There is an ongoing debate about how proxy advisory firms affect corporate decisions. A major concern is that shareholders seeking to save costs use a proxy advisor's vote recommendation as substitute for own research, thereby reducing efficiency of shareholder decision-making. We show that the...

Voting errors occur when bad proposals pass (false positives) and good proposals fail (false negatives). We develop a structural empirical framework to study voting errors for shareholder proposals. Our estimates inform policy debates on proxy access and proxy advisor regulation. Just over 5% of...

Exploiting interstate branching deregulations during 1994-2005 as exogenous shocks to banking market competition, we examine the impact of increased market competition on shareholder voting in the U.S. banking industry. Voting is one of the primary mechanisms through which shareholders...