Shareholder proposals are increasingly important tools for corporate reformers, yet courts, policy makers, and scholars are concerned that proposals may be used "opportunistically" as bargaining chips by activists to extract side payments from management. This paper investigates whether labor...

This paper develops a theory of how shareholder decision rights over policies and directors affect firm value. The model highlights the distinction between the right to approve and the right to propose. The right to approve is weak; the right to propose is impactful but can help as well as hurt...

Atanasov and Black (2015) (AB) analyzes potential limitations of empirical studies that use shock-based IV designs, focusing specifically on our article that studies the effect of board independence on firm value (Duchin et al., 2010). With regard to our study, AB raises three concerns with our...

This paper studies SEC no-action letter decisions that determine whether companies can exclude shareholder proposals from their proxy statements. During the period 2007–2019, the market reacted positively when the SEC permitted exclusion, suggesting that investors viewed those proposals as...

This paper studies how investors responded when Chinese regulators required a group of large, publicly traded companies to divest their non-core hotel and real estate assets in 2010. The quasi-experiment allows direct estimates of the effect of diversification on value that are free from common...

This paper develops a theory of organization based on the benefits and costs of internal capital markets. A central assumption is that the transaction cost of raising external funds is greater than the cost of internal funds. The benefit of internal resource allocation is that it gives the firm...

This paper studies the announcement returns from 4,764 mergers over the last 57 years in order to shed light on the causes of corporate diversification. One prominent view is that diversification is value destroying, either because of agency problems or internal investment distortions, but we...

This paper presents a theory of the allocation of authority in an organization in which centralization is limited by the agent's ability to disobey the principal. We show that workers are given more authority when they are costly to replace or do not mind looking for another job, even if they...

Many organizations attempt to manage agency problems not with incentive contracts but by keeping the principal involved in the decision process, that is, by limiting delegation. This paper develops a model to investigate the economics of several decision processes that are commonly used to set...

This paper presents evidence from parallel field experiments in China, Germany, and the United States. We contacted the mayor’s office in over 6,000 cities asking for information about procedures for starting a new business. Chinese and German cities responded to 36-37 percent requests;...