Fund companies regularly send shareholder letters to their investors. We use textual analysis to investigate whether these letters' writing style influences fund flows and whether it predicts performance and investment styles. Fund investors react to the tone and content of shareholder letters:...

The right to ask questions and voice their opinions at annual general meetings (AGMs) represents one of the few avenues for shareholders to communicate directly and publicly with the firm's management. Examining AGM transcripts of U.S. companies between 2007 and 2021, we find that shareholders...

In Closer Look, we highlight significant “holes” in our knowledge of corporate governance. These are central issues where insufficient or inadequate study has left us unable to answer basic questions, and where key assumptions relied upon by experts have not been verified or validated. While...

Purpose: Are board ties among competitors harmful to customers? The prevalent assumption on board ties among competitors is that they harm customer benefits. This study examines the mechanism by which board ties with competitors result in an outcome conducive to customers....

This article deals with cases in which the obligation to launch a mandatory takeover bid is linked, not to the acquisition of a controlling interest, but to the signing of a simple voting agreement between shareholders that together exceed the mandatory bid threshold. The rationale behind this...

Jurisdictions are split on the standard of proof for shareholder inspection lawsuits when inspections are for the purpose of investigating managerial misconduct. Delaware and its followers apply a credible basis standard that calls for extrinsic evidence, beyond mere suspicion, curiosity, or...

On February 15th 2022, Belgium became the first country in the world to agree on the legal adoption of a four-day workweek, allowing qualifying employees to work four days per week without reducing their total number of working hours. We examine shareholders’ assessment of the economic...

This article empirically investigates the impacts of the board’s rejection of shareholder proposals on corporate value and the appropriate approach to regulation. Using a hand-collected dataset on shareholder-proposal-rejection incidents in China, I find that a rejection decision would on...

Say on Pay legislations have become increasingly common over the past few decades, in tandem with more publicity around the compensation that is paid to executives/management of public companies. This publicity has, in turn, been driven largely by disclosure requirements imposed by the...

Minority shareholder activism (MSA) on online interactive platforms is a new form of corporate governance in China. This paper investigates whether and how dividend-related MSA affects corporate dividend policies. We find listed firms are more likely to pay dividends and raise payout ratios with...

I examine how negative ESG news distorts shareholder outcomes. In 2015 As You Sow began the yearly release of "The 100 Most Overpaid CEOs" list, leading to negative ESG news for firms that make the list. Overpaying CEOs is a governance concern as it signals a failure in proper controls and a...

Using hand-collected data from China’s split share structure reform (SSSR) programme, we theorise and show that the certification of foreign institutional investors mitigates domestic minority shareholders’ mistrust of controlling shareholders’ reform plans and facilitates the SSSR....

We examine the voting behavior of Registered Investment Funds (Mutual Funds, ETFs and Close-end Funds) on Hedge Funds proposals, a common vehicle of value-driven shareholder activism. We compare the support rates of Registered Funds versus other voting shareholders on different types of...

We present the first comprehensive study of mutual fund voting in proxy contests. Among contests where voting takes place, passive funds are ten percentage points less likely than active funds to vote for dissidents. The gap shrinks significantly when accounting for votes withheld from...

The fine balance between prevention of minority shareholder rights and the independent will of the majority shareholders to run the company they majorly hold is largely dependent on the securities enforcement agencies of the country. In India, The SEBI has engaged in minority protections at the...

Many mergers destroy shareholder value because managers intentionally waste corporate resources to pursue private benefits. Using textual analysis, we link industry conditions as reflected in acquirer peers' 10-K statements to acquirer announcement abnormal returns. We find that more negative...

Corporate ESG performance has received widespread attention recently, and how to improve it has become an important academic question. This paper analyses the effect of equity concentration on corporate ESG performance and how it acts by using the data of listed companies in China. The result...

This study explores the behavior of underperforming chief executive officers (CEOs) on merger frequency and the effect on acquirers’ shareholder wealth of merger bids in U.S. industrial firms from 1994 to 2018. We find that underperforming CEOs are more likely to make acquisitions, especially...

The Indian corporate landscape is witnessing a sharp increase in the number of cases revolving around shareholder activism wherein activist investors are no longer content to merely being passive owners and are exercising their will by virtue of their voting rights in general meetings. This...

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...

We adopt an information risk view and hypothesize that low quality financial disclosure related to equity pledging by controlling shareholders impairs analyst forecast quality. We sample Chinese A-share firms and find that the proportion of shares pledged (pledge ratio) by controlling...

We investigate environmental, social, and governance (ESG) and firm value effects of more than 7,000 shareholder proposals submitted between 2006–2020. Using propensity score matching and a difference-in-differences setting, the results indicate that firms that receive an ESG- or...

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...

We develop a dynamic model of a firm in which cash management is partially delegated to a self-interested manager. Shareholders trade off the cost of dismissing the manager with the cost of managerial discretion over the use of liquid funds. An improvement in corporate governance quality may...

An efficient corporate governance system ensures that an organization runs smoothly, protects shareholders, and ensures that directors conduct their duties in the best interests of the company. Because of their dominant position and voting power, majority shareholders can abuse their power by...

Investors have in recent years attempted to add climate proposals to the ballot of shareholder meetings, requesting climate disclosures, say on climate, or emission targets. However, many corporate law systems view environmental (and social) issues as matters of strategy and statutorily...

In this Closer Look, we consider current trends in shareholder activism and their potential impact. We examine the introduction of universal proxies, the increase in “activism experience” among directors, and the changing strategies of activists. With the regulatory and market environments...

In the face of declining prominence and influence under industrial relations laws regulating Australian workplaces, Australian trade unions appear increasingly to be directing their attention to Corporations Law as a mechanism for pursuing union and employee “voice” within corporate business...

Shareholder activism constitutes an increasingly prominent feature of corporate governance landscape. There is a controversy in prior research over whether and how much value activism creates. We examine whether estimates of the impact of shareholder activism are published selectively in prior...

Although a growing number of investors are engaging with sovereign entities on environmental, social, and governance (ESG) issues, little academic research investigates this new form of investor activism. Applying universal ownership theory and drawing on eleven case studies of policy...

Foreign shareholders can avail themselves of legal protection under three different legal regimes: diplomatic protection, international investment law and international human rights law. Adopting a historic and comparative approach, this article tracks the faded role of diplomatic protection for...

During the recent times, the social nature of a corporation has become a heavily debated topic. Corporations gained a predominant position in the society due to the advent of the era of consumerism and digitalization. Given the overarching status that corporations hold in the society, it became...

The Korean Stewardship Code is remarkably similar to the UK Stewardship Code in terms of the language. However, a significant difference lies in the motivation. A major concern in the UK is the dormancy of institutional investors in widely-held shareholding. Conversely, a primary purpose of...

A firm's board of directors is considered an essential element of corporate governance. Its objective is to reduce agency costs, consequent to the separation of ownership and control (Gordon 2006). Agency issues in corporate governance increase interest for activist events (Brav, Jiang, Partnoy...