We document that in M&As a significant proportion of targets' equity is owned by financial institutions that simultaneously own targets' bonds (“dual holders”). Targets with larger equity ownership by dual holders have lower M&A equity premia and larger abnormal bond returns, particularly...

Time constraints, managerial power, and reputational concerns can impede board communication. This paper develops a model where board decisions depend on directors' effort in communicating their information to others. I show that directors communicate more effectively when pressure for...

We study the equilibrium effects of the "S" dimension of ESG in a model of imperfect competition in labor (and product) markets. All else equal, a profit maximizing firm can benefit from adopting ESG policies that give a competitive edge in attracting workers; "Doing Well by Doing Good" applies...

Shareholder proposals are a common form of shareholder activism. Voting for shareholder proposals, however, is nonbinding since management has the authority to reject the proposal even if it received majority support from shareholders. We analyze whether nonbinding voting is an effective...

An important set of contract terms manages potential disputes. In a detailed, hand-coded sample of mergers and acquisition (M&A) contracts from 2007 and 2008, dispute management provisions correlate strongly with target ownership, state of incorporation, and industry, and with the experience of...

An important set of contract terms manages potential disputes. In a detailed, hand-coded sample of mergers and acquisition (M&A) contracts from 2007 and 2008, dispute management provisions in correlate strongly with target ownership, state of incorporation, and industry, and with the experience...

We develop a game theoretic model in which shareholders maximize the value of their portfolio and can buy or sell shares. Liquidity generates a shareholder dilemma: Voting for the policy that seems optimal for the firm maximizes portfolio value only when pivotal; in all other instances it is...

We study how beliefs about firm value respond to public information stemming from either public announcements or shareholder meetings. We focus on settings with homogeneous shareholders (i.e., agents with common preferences and opinions), where information is about which course of action is best...

Conventional wisdom is that diversification weakens governance by spreading an investor too thinly. We show that, when an investor owns multiple firms ("common ownership"), governance through both voice and exit can strengthen -- even if the firms are in unrelated industries. Under common...

We derive a measure that captures the extent to which common ownership shifts managers' incentives to internalize externalities. A key feature of the measure is that it allows for the possibility that not all investors are attentive to whether a manager's actions benefit the investor's overall...