Using a sample of non-U.S. firms from 43 countries, we investigate whether laws and regulations as well as votes cast by U.S. institutional investors are consistent with an effective shareholder voting process. We find that laws and regulations allow for meaningful votes to be cast as...

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...

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...

In the presence of business groups, the expropriation through related party transactions (RPTs) is common and costly to minority shareholders. At the same time, it is well recognized that RPTs can help firms overcome market shortcomings. Using the setting of India's RPT voting rule, I find that...

In the presence of business groups, the expropriation through related party transactions (RPTs) is common and costly to minority shareholders. Using the setting of India's RPT voting rule, I find that a majority-of-minority shareholder voting mechanism helps mitigate expropriation. Minority...

The Securities and Exchange Commission's (“SEC” or “Commission”) recent staff roundtable on the proxy process, and its resulting guidance, interpretation and proposed rules on limiting the use of shareholder proposals, regulating proxy advisors and their creation of shareholder voting...

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...