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...

We find that shareholder turnout at the general meeting of Norwegian public firms varies between 11% and 95%, being 59% on average. This turnout behavior implies that majority control requires less than one third of the average firm's shares, and that attending shareholders vote for 1.7 times...

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...

Revolving door laws restrict public officials from representing private interests before government after leaving office. While these laws mitigate potential conflicts of interest, they also may affect the pool of candidates for public positions by lowering the financial benefits of holding...