In a short sale, an investor sells a share of stock he does not own and profits when the price of the stock declines. A peculiar feature of short sales is the apparent increase in the number of shares of stock beneficially held by investors over and above the actual number of shares issued by...

On 24 January 2019, a revised Singapore Code on Take-overs and Mergers (the Take-overs Code) was promulgated by the Monetary Authority of Singapore (MAS) on the advice of the Securities Industry Council (the SIC).The revisions are to ensure that takeover practices targeting at companies with the...

We introduce a democratic procedure with voting-based proposals called ”Pendular Voting”. It works as follows: An agenda-setter chooses a proposal meant to replace a given status quo. In the first stage, a random sample of the population votes on the proposal. The result is made public,...

This paper estimates to what extent proxy advice allows funds to vote as if they were informed. A fund’s vote is classified as “informed“ if the fund accessed the company’s proxy statement from the SEC’s Edgar website prior to voting. A fund’s proxy advisor, if any, is identified...

The quality of proxy advisors' voting recommendations is important for policymakers and industry participants. We analyze the design of recommendations (available to all market participants) and research reports (available only to subscribers) by a proxy advisor, whose objective is to maximize...

This is the first comprehensive study of the distribution of voting rights to shareholders. Only those owning stock on the record date may vote. Firms, however, reveal that date after the fact 91% of the time. With controversial votes, firms are more likely to do the opposite, and this is...

This study finds that institutional investors in Australia recall loaned shares prior to shareholder meetings to exercise their voting rights as part of their effort to improve corporate governance. Recalls are increasingly common in larger firms, firms with more independent directors, and...

Special Note:This Publication is part of The Quality Shareholder Initiative at the Center for Law, Economics and Finance (C-LEAF), at The George Washington University Law School, Prof. Lawrence A. Cunningham, Faculty Director. Corporate directors, shareholders, judges and scholars are on edge....

We challenge the common law rule that shareholders can generally vote as they please, even if their intent or the effect of which is opposed to the company’s interests by demonstrating that its key underlying rationales – votes are property rights and shareholders can bind themselves to vote...

Unequal voting rights arrangements under dual class share structures are increasingly favoured by entrepreneurs and founders of technology companies, in order to retain a degree of control over the company that is disproportionate to their equity shareholdings. The rise of such share structures...