Institutional investors vote corporate proxies on behalf of underlying investors and beneficiaries. We show a strong relation between this voting and public opinion on corporate governance (as reflected in media coverage and surveys), with similarly strong results for voting by mutual funds. We...

We explore Time-Phased Voting (“TPV”), an arrangement in which long-term shareholders receive more votes per share than short-term shareholders. TPV has gained prominence in recent years as a proposed remedy for perceived corporate myopia. We begin with theory, situating TPV relative to...

Over the past several years, corporate law scholarship has carefully analyzed the effects of dual-class capital structures, which allocate superior voting rights to insiders and inferior voting rights to public shareholders. This Article adds to the literature by focusing on a unique and novel...

We present the first comprehensive study of mutual fund voting in proxy contests. Among contests where voting takes place, passive funds are ten percentage points less likely than active funds to vote for dissidents. The gap shrinks significantly when accounting for votes withheld from...

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...

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...

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...

Recent studies document the increasing effectiveness of shareholder voting as a monitoring mechanism. Because both directors and the market respond to shareholder votes, management has stronger incentives to influence voting outcomes. We identify one channel through which management can affect...

We examine the effect of voting requirements in M&A transactions on managerial disclosure, information asymmetries, and voting outcomes. We find that voting requirements lead firms to provide more disclosure and in a timelier manner, including disclosure of the merger agreement, information on...