The current market for proxy advice arises out of an agency problem, but not the one usually assumed. Investment fund managers have relatively few economic incentives to invest effort on corporate governance and so they tend to organize around picking the best stocks and trading those stocks at...

This paper examines why institutional shareholders frequently oppose activists when activism increases the value of target firms. Because institutions underweight targets and activism could adversely affect the values of rival firms, institutional investors often lack incentives to support...

Ownership and control have been concentrating in most transition countries. The consolidation of control introduces changes in the power distribution within privatized firms and, most importantly, redirects the corporate governance problem to a conflict between large and small shareholders. In...

The nineteenth century saw the standardization and rapid spread of the modern business corporation around the world. Yet those early corporations differed from their contemporary counterparts in important ways. Most obviously, they commonly deviated from the one-share-one-vote rule that is...

We study how granting shareholders an advisory compensation vote affects the subsequent demand for shareholder voting rights. We find that the voting premium decreases when shareholders are given the right to disapprove firm compensation plans, consistent with firms taking preemptive actions...

Shareholder say-on-pay votes allow institutional investors to influence the incentives of managers and, consequently, corporate behaviour. Surprisingly, the preferences of investors on executive compensation have been largely overlooked in the ongoing debates on sustainable corporate behaviour....

This paper examines the effects of say on pay (SoP) laws on CEO compensation, the portion of top management pay captured by CEOs, and firm valuation. Using a large cross-country sample of about 103,000 firm-year observations from 39 countries, we document that compared to our control group of...

The theory of law and finance proposed by La Porta et al. (1998) predicts that minority controlled ownership structures, i.e. the structures that allow voting rights to exceed cash-flow rights, are more frequent in legal contexts where investors are not well protected against the expropriation...

The traditional view in corporate governance, shareholder primacy, holds that boards and executives should manage corporations with a single-minded focus on increasing financial returns to shareholders. By contrast, advocates of Environmental, Social and Governance (ESG) criteria and stakeholder...