This paper studies optimal executive pay when the CEO is concerned about fairness: if his wage falls below a perceived fair share of output, the CEO suffers disutility that is increasing in the discrepancy. Fairness concerns do not lead to fair wages always being paid -- to induce effort, the...

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 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...

We study retail shareholder voting using a detailed and nearly universal sample of anonymizedretail shareholder voting records over the period 2015-2017. Contrary to public perception, wefind that retail shareholders are an influential voting bloc, affecting as many proposal outcomes asthe Big...

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...

Using the pay restriction imposed on CEOs of centrally administered state-owned enterprises (CSOEs) in China in 2009, we study the effects of limiting CEO pay. Compared with CEOs of firms not subject to the restriction, the CEOs of CSOEs experienced a significant pay cut. In response to the pay...

We show that the main claim in Dennis, Gerardi, and Schenone (JF forthcoming) (DGS), namely "that the documented positive correlation between common ownership and ticket prices stems from the market share component of the common ownership measure, and not the ownership and control components,"...

This paper uses legal board size requirements to test whether board size affects firm performance and value. Since 1976, the minimum size of German firms’ supervisory boards increases from 12 to 16 directors at 10,000 domestic employees, resulting in a sharp increase in board sizes. Regression...

This study examines the effect of outside director tenure length on firms’ market valuation and the voting behavior of outside directors. We make use of the new rule adopted by the Korean government in 2020 that prohibits outside directors from serving more than six (nine) years in a given...

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...