Shareholder voting is a key part of contemporary American corporate governance. As numerous contemporary battles between corporate management and shareholders illustrate, voting has never been more important. Yet, traditional theory about shareholder voting, rooted in concepts of residual...

This study provides the first large-sample empirical analysis on the characteristics, determinants, and returns from appraisal petitions during 2000-2014. We find that appraisal petitions increase from 2-3% of the eligible M&A deals in the early 2000s to around 25% of such deals in the most...

Labor unions are aggressively using their ownership power to push corporate-governance reforms. So far, much of their activity is tactical. Lasting changes in corporate governance can occur if unions develop a more strategic model of their role in corporate governance. A stretegic model would...

During the last decade, the stratospheric increases in Chief Executive Officer (CEO) pay levels have made executive compensation a popular target for shareholder activism, particularly when high pay is accompanied by poor corporate performance. Outraged investors have made their views know to...

"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the...

This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder votes as an ineffective control on the board's decision making, the...

Using hand-collected data, we examine the targeting of shareholder class action lawsuits in merger & acquisition (M&A) transactions, and the associations of these lawsuits with offer completion rates and takeover premia. We find that M&A offers subject to shareholder lawsuits are completed at a...