This paper studies how hedge fund activism reshapes board monitoring, CEO incentives and compensation. I find that activists target CEOs who have co-opted the board, have poor performance records and weak equity portfolio incentives, are less subject to relative performance evaluation (RPE) but...

The literature on shareholder voting has mostly focused on the influence of proxy advisors on shareholder votes. We exploit a unique empirical setting enabling us to provide a direct estimate of management's influence. Analyzing shareholder votes on the frequency of future say on pay votes, we...

Using the most recent data available, I examine the influence of large shareholders and institutional investors on different components of CEO compensation. Increased large shareholder ownership reduces total pay and current elements of incentive compensation, i.e. option, stock, and bonus pay,...

The most influential theory of corporate governance, principal agency theory, does not take into consideration that the key task of modern corporations is to generate and transfer firm-specific knowledge. It proposes that, in order to overcome the widespread corporate scandals, the interests of...

We provide evidence concerning the effect of managerial risk-taking incentives on merger and acquisition (M&A) decisions and outcomes for different types of mergers: vertical, horizontal, and diversifying. Using chief executive officer (CEO) relative inside leverage to proxy for the incentives...

We define annual shareholder meetings as contentious if one or more ballot items are likely to obtain sufficient shareholder votes to induce a firm to implement governance changes. Using a sample of almost 28,000 meetings between 2003 and 2012, we find that abnormal stock returns over the 40-day...

I examine how negative ESG news distorts shareholder outcomes. In 2015 As You Sow began the yearly release of "The 100 Most Overpaid CEOs" list, leading to negative ESG news for firms that make the list. Overpaying CEOs is a governance concern as it signals a failure in proper controls and a...

Purpose: This study explores the probability of expropriation of minority shareholders by controlling shareholders in the form of CEO compensation under an imperfect governance institution by using a novel Chinese dataset over 2001-2010.Design/methodology/approach: We use a direct method to...

We provide the first evidence of external labor market penalties when directors fail to align with shareholder preferences for monitoring executive compensation. When shareholders express disapproval through low Say-On-Pay (SOP) support, directors incur significant external penalties, including...

This paper examines the effects of executive compensation and potential for earnings management on the incidence of shareholder class action lawsuits and their outcomes. Although damage measurement factors,managerial option intensity, and earnings management all significantly affect the...