I introduce a model of shareholder voting. I describe and provide characterizations of three families of shareholder voting rules: ratio rules, difference rules, and share majority rules. The characterizations rely on two key axioms: merger consistency, which requires consistency in voting...

Political pressures can bias public pension funds toward activist shareholders. The pension business ties mutual funds have with portfolio firms can bias them toward firm management. We examine how these contrasting conflicts of interest affect institutional investors' proxy voting behavior and...

Recent studies document the increasing effectiveness of shareholder voting as a monitoring mechanism. Because both directors and the market respond to shareholder votes, management has stronger incentives to influence voting outcomes. We identify one channel through which management can affect...

This paper examines for the first time dual-class equity crowdfunding as a digital ownership model. Unique to this context, companies can set an investment threshold under which no voting rights are granted, making the issuance of Class A vs. Class B shares, depending on individual investors....

The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the pros and cons of dual class of shares in light of more...

Publicly traded stocks often have less legal rights attached to them (in terms of voting, for example) than the class of stocks held by company insiders. This paper analyzes the winners and losers of such structures with multiple classes of stocks, and whether regulation is appropriate. I argue...

We test the hypothesis whether a specific aspect of culture - trust in others - affects shareholder voting behavior by substituting for costly monitoring. We find consistent evidence that the percentage of votes cast at shareholder meetings is lower in high-trust countries while the percentage...

This paper examines why institutional shareholders frequently oppose activists when activism increases the value of target firms. Because institutions underweight targets and activism could adversely affect the values of rival firms, institutional investors often lack incentives to support...

We create a novel dataset to examine the nature and determinants of dual-class IPOs. We document that dual-class firms have different types of controlling shareholders and wedges between voting and economic rights. We find that the founders' wedge is largest when founders have stronger...

The quality of proxy advisors' voting recommendations is important for policymakers and industry participants. We analyze the design of recommendations (available to all market participants) and research reports (available only to subscribers) by a proxy advisor, whose objective is to maximize...

Widely-cited theoretical models predict that large shareholders will monitor management, while small shareholders will free-ride. However, we find that institutional investors are particularly likely to oppose management on Say-On-Pay for their small-scale shareholdings; the presence of a large...

I examine how the structure of CEO compensation affects Say-on-Pay (SOP) voting and how SOP outcomes influence subsequent changes to compensation structure. I find that voting dissent decreases as the percent of performance sensitive compensation including equity and non-equity incentive...

We test the hypothesis that a specific aspect of culture - trust in others - affects shareholder voting behavior as it lowers investors' concerns of being expropriated. We find consistent evidence that the percentage of votes cast at shareholder meetings is lower in high-trust countries while...

This paper develops a model of banking to study the risk-taking consequences of contingent capital (CC). It begins with the observation that partial conversion of CC provides its owners with a portfolio of equity and debt. Since the former (latter) asset typically induces a preference for risk...

A change in the index selection rules of Deutsche Börse provides a unique opportunity to investigate the drivers behind the decision to a bolish dual-class shares. As of June 2002, selection is based on the market capitalization of the free-float of the more liquid share class rather than the...

Purpose: The purpose of this paper is to examine the effect of private benefits of control on minority shareholders. Design/methodology/approach: A theoretical model is established. The empirical analysis includes hand-collected data from a wide range of data sources. OLS and 2SLS regression...

We measure the profitability of an investment in voting stocks, considering the prices of both voting and non-voting stocks. As Niehoff (2016) showed, non-voting stocks' prices reflect new information on average faster than the prices of the corresponding voting stocks. To exploit this...

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...

Bedingte Aktiengeschäfte sind solche, die nur bei Eintritt einer Bedingung wirksam werden, z. B. bei einer Übernahme oder der Wahl eines bestimmten Vorstandsvorsitzenden. Damit lassen sich Alternativen bewerten und Entscheidungen besser treffen.