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...

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...

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...