This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder votes as an ineffective control on the board's decision making, the...

This paper examines whether shareholder rights, which enable shareholders to replace managers, can constrain earnings management and whether this effect is conditional on the level of insider ownership. Using the comprehensive shareholder rights measure constructed by Gompers, Ishii, and Metrick...

The Dodd Frank Act (2010) empowered shareholders by mandating non-binding voting on executive compensation. This paper investigates the determinants of shareholder dissent on the say-on-pay proposal. Data on S&P1500 firms between 2010 and 2012 reveal various findings. First, fewer than 3% of...

We provide the first evidence of significant external labor market penalties when directors fail to properly oversee executive compensation. When shareholders express disapproval through low Say-On-Pay (SOP) support, equity values decrease at firms linked by a shared director (interlocking...

For many years, the default rules of corporate and securities law have provided the board of directors (Board) with exclusive authority to decide whether shareholder proposals on proxy access, the ability of certain privileged shareholders to have their own slate of director nominees included in...

Dual class shares (DCS) offer additional classes of shares that provide holders with greater voting rights. The paper aims to investigate why leading financial centres have different attitudes towards DCS, with a focus on the recent reforms of their company law and listing rules with respect to DCS

This paper presents a simple model for dual-class stock shares, in which common shareholders receive both public and private cash flows (i.e. dividends and any private benefit of holding voting rights) and preferred shareholders only receive public cash flows (i.e. dividends). The dual-class...