The lack of diversity across gender and race of corporate boards has been one of the most significant issues in corporate board governance in recent years. Given the critical role that shareholders have in approving director appointments, we analyze voting patterns in director elections to...

Mutual funds vary greatly in their reliance on proxy advisory recommendations. Over 25% of funds rely almost entirely on ISS recommendations, while other funds place little weight on them. Funds with higher benefits and lower costs of researching items up for vote are less likely to rely on ISS....

The contractual theory of the firm predicts that companies adopt charters that maximise firm value, regardless of the default rule. We test this proposition around an exogenous switch of the default from one share-one vote to tenure voting following a law reform in France. In initial public...

Recent studies document the increasing effectiveness of shareholder voting as a monitoring mechanism. Because both directors and the market respond to shareholder votes, management has stronger incentives to influence voting outcomes. We identify one channel through which management can affect...

Among the most controversial in the history of corporate control, shares with differential voting rights (DVRs), also known as Dual Class Shares, have been the subject of furious but inconclusive debates as to their acceptability as a legitimate device to perpetuate control of a corporation...

We analyze how proxy advisors, which sell voting recommendations to shareholders, affect corporate decision-making. If the quality of the advisor's information is low, there is overreliance on its recommendations and insufficient private information production. In contrast, if the advisor's...

We study a regulatory change that permitted shareholder proposals to instate proxy access. It generated over 300 proposals and led more than 250 firms to adopt proxy access from 2012 to 2016. The firms expected to benefit most from proxy access have the most positive market reaction to receiving...

This paper examines the impact of staggered boards on the value of voting rights (i.e., voting premium) estimated using option prices. We find companies with staggered boards have higher voting premium. Exploiting plausibly exogenous court rulings, we confirm that weakening the effectiveness of...