Are firms' financial disclosure decisions affected by executive compensation at other firms? We find that a CEO's pay gap relative to the highest CEO pay among industry peers, defined as industry tournament incentives, can lead to distortions in corporate financial disclosures. Our analyses show...

We analyze whether institutional investors’ corporate bond holdings are associated with how actively they vote and monitor their equity investments. We document that institutions conduct more governance research and are less likely to follow proxy advisor vote recommendations for companies...

In the 1980s, stock exchanges and eventually the SEC took actions that affected the eligibility of listed firms to adopt dual-class shares with differential voting rights. We find that risk-adjusted stock returns increase (decrease) in reaction to regulatory events that decrease (increase) the...

A common argument against divestment is that it jettisons voting power and that it has a small effect on stock prices. We argue that divestment is a form of voice that changes social preferences. We show that the Go Fossil Free divestment movement has had a disproportionate impact on share...

We study the potential negative externalities of mandatory environmental, social, and governance (ESG) disclosure. Our analysis exploits a unique regulatory change in China that requires a subset of firms to report their contributions to poverty alleviation—on top of reporting general ESG...

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...

This discussion paper investigates the differences existing between the Single Point of Entry and the Multiple Point of Entry resolution models and links this question to the issue of support that bank subsidiaries can expect from their parent companies both in resolution and in normal...

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...

Shareholders of U.S. corporations have lost billions of dollars in acquisitions they never approved. In the United Kingdom the listing rules give shareholders a binding say when targets are large relative to acquirers. A transatlantic comparison suggests that if U.S. shareholders had a say on...

This Article empirically investigates the corporate response to the Russian invasion of Ukraine in the framework of the stakeholder capitalism debate. Some describe corporate leaders’ decision to withdraw from Russia as an example of stakeholder governance, maintaining that they placed social...