Shareholder proposals are increasingly important tools for corporate reformers, yet courts, policy makers, and scholars are concerned that proposals may be used "opportunistically" as bargaining chips by activists to extract side payments from management. This paper investigates whether labor...

This paper develops a theory of how shareholder decision rights over policies and directors affect firm value. The model highlights the distinction between the right to approve and the right to propose. The right to approve is weak; the right to propose is impactful but can help as well as hurt...

This paper uses recent regulations that have required some companies to increase the number of outside directors on their boards to generate estimates of the effect of board independence on performance that are largely free from endogeneity problems. Our main finding is that the effectiveness of...

Atanasov and Black (2015) (AB) analyzes potential limitations of empirical studies that use shock-based IV designs, focusing specifically on our article that studies the effect of board independence on firm value (Duchin et al., 2010). With regard to our study, AB raises three concerns with our...

Using a hand-matched data set on 27,284 union contracts, this paper provides evidence on the strategic use of corporate liquidity in union negotiations. Theory and evidence suggest that unionized firms reduce liquidity to enhance bargaining positions, but the important question of how firms...

Extant literature finds insignificant abnormal returns around shareholder meetings. We verify those findings but show that option implied volatility gradually declines by about 1.04 percent between record and meeting dates and then by about 0.30 percent right after annual meetings. These...

This paper estimates mutual funds’ preferences for governance structures, using data on proxy vote records. I elicit funds’ revealed preferences by studying the differences in their votes on the same issue across their portfolio firms’ shareholder proposals, and develop funds’ preference...

We examine why institutional investors vote the way they vote on director elections, using a novel dataset on voting rationales provided by institutional investors. We find that the most important reasons for opposing directors are board independence, board diversity, tenure, firm governance,...