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...

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...

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...

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...

Shareholder say-on-pay votes allow institutional investors to influence the incentives of managers and, consequently, corporate behaviour. Surprisingly, the preferences of investors on executive compensation have been largely overlooked in the ongoing debates on sustainable corporate behaviour....

This chapter examines dual class common stock. Dual class stock has evolved from a vehicle used largely by insiders in family owned and media companies to retain control into a popular capital structure for founders and initial shareholders in technology start-ups. After briefly reviewing the...

This research explores the influence of shareholder votes on corporate governance and firm performance within U.S.-listed companies. By exercising their right to vote, shareholders can express their approval or disapproval of corporate governance practices. To comprehensively examine the effects...

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...

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...

We show that in countries with more societal trust shareholders cast fewer votes at shareholder meetings and are more supportive of management proposals. This result is confirmed by instrumental variable regressions. It also holds at the U.S.-county level and for voting by U.S. institutional...

The traditional view in corporate governance, shareholder primacy, holds that boards and executives should manage corporations with a single-minded focus on increasing financial returns to shareholders. By contrast, advocates of Environmental, Social and Governance (ESG) criteria and stakeholder...

This paper recovers and extends unpublished results from the oligopoly with the shareholder voting model of Azar (2012). In particular, we generalize the model to allow for managerial entrenchment. The general model nests the worldviews of both the proponents and skeptics of the common ownership...

We find that active mutual funds owning product market competitors have superior risk-adjusted returns that are not driven by industry concentration, common selection, or stock picking ability. These funds charge higher fees but also generate persistent net-of-fee returns for investors. Funds...

We study how granting shareholders an advisory compensation vote affects the subsequent demand for shareholder voting rights. We find that the voting premium decreases when shareholders are given the right to disapprove firm compensation plans, consistent with firms taking preemptive actions...

We find that minority shareholders’ voting opposition to dividend proposals is associated with significantly higher cash dividend payout in the following year for stocks listed in Shanghai Stock Exchange. When minority shareholders’ voting opposition increases, the likelihood and frequency...

Undertakings by the controlling shareholders in Chinese listed companies are commonplace. This study empirically examines the events where the controlling shareholders announced its intentions not to honour their undertakings. Using event study methods, our research shows that these events are...

We examine the efficacy of proxy voting to limit inflated CEO pay. We find that the percentage of dissenting votes that go against director-sponsored compensation proposals increases following a staggered rejection of the Inevitable Disclosure Doctrine (RIDD), which increases CEOs’ job...

The underlying theme of this Article is that the Big Three investment advisers to index funds (BlackRock, Vanguard, and State Street) need to be understood as agents of those who invest in the mutual funds and exchange traded funds they manage. They are not institutional investors, the role...

We develop an empirical model of overlapping ownership conduct. The model (i) links firm conduct parameters to deep parameters of the firm's process of shareholder preference aggregation through voting; (ii) can cope with ownership settings involving both intra- and inter-industry overlapping...

There is an ongoing debate about how proxy advisory firms affect corporate decisions. A major concern is that shareholders seeking to save costs use a proxy advisor's vote recommendation as substitute for own research, thereby reducing efficiency of shareholder decision-making. We show that the...

Voting errors occur when bad proposals pass (false positives) and good proposals fail (false negatives). We develop a structural empirical framework to study voting errors for shareholder proposals. Our estimates inform policy debates on proxy access and proxy advisor regulation. Just over 5% of...

Exploiting interstate branching deregulations during 1994-2005 as exogenous shocks to banking market competition, we examine the impact of increased market competition on shareholder voting in the U.S. banking industry. Voting is one of the primary mechanisms through which shareholders...

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...

Special Note:This Publication is part of The Quality Shareholder Initiative at the Center for Law, Economics and Finance (C-LEAF), at The George Washington University Law School, Prof. Lawrence A. Cunningham, Faculty Director. Corporate directors, shareholders, judges and scholars are on edge....

This is the first comprehensive study of the distribution of voting rights to shareholders. Only those owning stock on the record date may vote. Firms, however, reveal that date after the fact 91% of the time. With controversial votes, firms are more likely to do the opposite, and this is...

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...

We show that mutual funds are more likely to hold and significantly overweight stocks of their broker banks. Correspondingly, funds’ proxy voting is biased towards management of their brokers in contentious proposals. Such voting bias has a material impact on voting outcomes. In return, client...

This paper develops a unified theory of blockholder governance and the voting premium. It explains how and why a voting premium emerges in the absence of takeovers and controlling shareholders. The model features a minority blockholder and dispersed shareholders who trade shares in a competitive...

Shareholders in locations recently hit by hurricanes significantly increase their support for environmental proposals even if they never previously voted for similar initiatives. Our results show that changed beliefs about salient climate risks rather than firms’ fundamentals drive the...

This paper estimates to what extent proxy advice allows funds to vote as if they were informed. A fund’s vote is classified as “informed“ if the fund accessed the company’s proxy statement from the SEC’s Edgar website prior to voting. A fund’s proxy advisor, if any, is identified...

Nothing in either corporate or securities law requires companies to notify investors what they will be voting on before the record date for the meeting. We show that, overwhelmingly, they do not. The result is “hidden agendas:” in 88% of shareholder votes, investors cannot find out what they...

We examine the influence of proxy advisors on firms’ shareholder engagement behavior. Our analyses exploit a quasi-natural experiment using Say-On-Pay voting outcomes near a threshold that triggers a review of engagement activities by Institutional Shareholder Services (ISS). Firms receiving...

Mutual funds must publish policies announcing how they generally vote on the different ballot items at the shareholder meetings of their portfolio firms. I manually collect 17,000 of these policies for a sample of 29 of the largest U.S. mutual fund families over 2006-2018. I find that voting...

Traditionally, fund managers cast votes on behalf of investors whose capital they manage. Recently, this system has come under intense debate given the growing concentration of voting power among a few asset managers and disagreements over environmental and social issues. Major fund managers now...

We investigate how mutual funds with environmental, social, and governance (ESG) objectives vote on shareholder proposals related to executive compensation. Using a sample of 94,695 votes by 2,354 mutual funds from 2012 to 2021, we find that ESG funds are 9.4% more likely than non-ESG funds to...