Institutional Shareholder Voting - Publications - Faculty & Research - Harvard Business School

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January 2014 (Revised January 2014)
Case

Showdown at Cracker Barrel

By: Suraj Srinivasan and Tim Gray

In the fall of 2011, activist investor, Sardar Biglari, has acquired nearly 10% ownership in the Cracker Barrel restaurant chain. He believes that the board and senior management have failed and the company has underperformed relative to its peers. When he is denied a... View Details

Research Summary

Current Research: Issues in Corporate Governance

Effectiveness of shareholder voting

Reform of shareholder voting is a key component of legislation arising from the financial crisis of 2008. Professor Gow examines the effect of shareholder voting on corporate actions, particularly on... View Details

2009
Book

Experiments in Financial Democracy: Corporate Governance and Financial Development in Brazil, 1882-1950

By: Aldo Musacchio

In Experiments in Financial Democracy, I challenge the idea that it was colonial institutions that sent Brazil, a civil law country, down a particular path of corporate governance and finance. Detailed archival research reveals significantly different patterns of... View Details

Keywords: Private Equity; Investment; Corporate Governance; Governing Rules, Regulations, and Reforms; Business History; Business and Shareholder Relations; Brazil

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July 2020 (Revised March 2021)
Case

Board Diversity at Amazon (A)

By: Aiyesha Dey and Anu Atluru

The case revolves around the decisions that the board of directors of ecommerce giant Amazon would need to make in response to the controversial letter that activist shareholder CtW investment group sent to Amazon’s shareholders, urging them to vote in favor of a... View Details

Keywords: Board Of Directors; Boards; Governing and Advisory Boards; Diversity; Gender; Race; United States

August 2009 (Revised August 2010)
Supplement

Eddie Bauer (B)

By: Paul M. Healy, Sharon P. Katz and Aldo Sesia

In February 2007, shareholders of Eddie Bauer, the specialty apparel retailer, were scheduled to vote on management's proposed sale of the company to two private equity firms. More than 50% of outstanding shares in Eddie Bauer needed to be voted in favor of the deal... View Details

Keywords: Financial Statements; Mergers and Acquisitions; Governing and Advisory Boards; Privatization; Valuation; Apparel and Accessories Industry; Retail Industry; United States

03 Nov 2013
News

The (advisory) ties that bind executive pay

February 2014
Article

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

By: Francois Brochet and Suraj Srinivasan

We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details

Keywords: Independent Directors; Litigation Risk; Class Action Lawsuits; Director Accountability; Reputation; Boards Of Directors; Corporate Governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation

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2013
Working Paper

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

By: Francois Brochet and Suraj Srinivasan

We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details

Keywords: Debt Securities; Lawsuits and Litigation; Legal Liability

05 Jul 2006
Op-Ed

Corporate Governance Activists are Headed in the Wrong Direction

director nominations from the floor often exceed the board "slots" to be filled. Nominees receiving the highest number of votes (albeit perhaps not a majority) are elected under the plurality rule. View Details

Keywords: by Joseph Hinsey

July 2011 (Revised September 2011)
Case

CEO Compensation at GE: A Decade with Jeff Immelt

By: V.G. Narayanan and Lisa Brem

When ISS, a large shareholder advisory group, recommended a "no" vote on Jeff Immelt's award of 2 million stock options in April 2011, GE's compensation committee had to decide whether to rescind or amend the award or ignore the ISS recommendation. Was Immelt's 2010... View Details

Keywords: Budgets and Budgeting; Stock Options; Stock Shares; Annual Reports; Executive Compensation; Compensation and Benefits; Business and Shareholder Relations; Performance Evaluation; Corporate Governance; Corporate Accountability; Energy Industry; Financial Services Industry

June 2009
Supplement

Executive Remuneration at Royal Dutch Shell (B)

By: Jay W. Lorsch and Kaitlyn Simpson

At the 2009 Shell annual meeting, the majority of shareholders vote against the exclusive pay package. The B case compares the remuneration committee perspective (and their rationale for using discretion to award the bonuses) as well as the shareholder perspective (and... View Details

Keywords: Voting; Corporate Governance; Governance Controls; Executive Compensation; Business and Shareholder Relations; Perspective; Energy Industry

December 2010
Article

Rating the Ratings: How Good are Commercial Governance Ratings?

By: Robert M. Daines, Ian D. Gow and David F. Larcker

Proxy advisory and corporate governance rating firms (such as RiskMetrics/Institutional Shareholder Services, GovernanceMetrics International, and The Corporate Library) play an increasingly important role in U.S. public markets. They rank the quality of firm corporate... View Details

Keywords: Corporate Governance; Markets; Rank and Position; Quality; Business and Shareholder Relations; Voting; Change; Information; Outcome or Result; United States

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Research Summary

Say on Pay

By: Jay W. Lorsch

This project is examining, on a continuing basis, the evolving practice of allowing shareholders to have a vote on top executive compensation. The expected product will be an article explaining the limitations of this effort to give shareholders voice. View Details

June 2016
Article

Corporate Governance and Executive Compensation for Corporate Social Responsibility

By: Bryan Hong, Zhichuan (Frank) Li and Dylan B. Minor

We link the corporate governance literature in financial economics to the agency cost perspective of corporate social responsibility (CSR) to derive theoretical predictions about the relationship between corporate governance and the existence of executive compensation... View Details

Keywords: Corporate Social Responsibility; Incentives For CSR; Non-financial Performance Measures; Agency Costs; Board Independence; Institutional Holdings; Managerial Power; Motivation and Incentives; Corporate Social Responsibility and Impact; Executive Compensation; Corporate Governance

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December 2011 (Revised May 2015)
Case

Aviva Investors

By: George Serafeim

The Aviva Investors case describes the challenge of integrating sustainability considerations into the strategy and business practices of companies and into the decision making process of the investment community. Steve Waygood, Chief Responsible Investment Officer at... View Details

Keywords: Investing; Investment Management; Shareholder Activism; Disclosure; Stock Exchanges; Sustainability; Sustainable Development; Sustainability Reporting; ESG; ESG (Environmental, Social, Governance) Performance; Social Impact; Activism; Investment; Management; Business and Shareholder Relations; Environmental Sustainability; United Kingdom

March 2009 (Revised April 2009)
Case

AFSCME vs. Mozilo...and "Say on Pay" for All! (A) (Abridged)

By: Fabrizio Ferri and James Weber

Richard Ferlauto, director of pensions and benefits policy at the AFSCME, the largest public sector workers union in the U.S., was responsible for protecting the pensions of its members. Because pensions were invested for decades, Ferlauto wanted the companies in which... View Details

Keywords: Voting; Investment; Investment Activism; Corporate Governance; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Executive Compensation; Ownership Stake; Business and Shareholder Relations; United States

February 2020 (Revised June 2020)
Case

Shaping the Governance Debate at ISS

By: Suraj Srinivasan, Jonah S. Goldberg and Calvin O. Liou

ISS is the world’s largest provider of corporate governance research, data, analytics, and voting services. The case uses the effort of the Securities and Exchange Commission (SEC) to impose an array of new regulations that would severely restrict the functioning of... View Details

Keywords: Proxy Advisory Services; Corporate Governance; Research; Investment; Governing Rules, Regulations, and Reforms; Business and Shareholder Relations; Institutional Investing

March 2009
Supplement

Groupe Eurotunnel S.A. (B): Restructuring Under the Procedure de Sauvegarde

By: Stuart C. Gilson, Vincent Marie Dessain and Sarah Abbott

In mid-2007 the chairman and CEO of Eurotunnel Group, having elected to file for bankruptcy under a newly-enacted French insolvency law, awaits the outcome of a vote by creditors and shareholders. At least 50% of the shareholders must approve the plan, however they... View Details

Keywords: Restructuring; Capital Structure; Insolvency and Bankruptcy; Law; Valuation; Assets; Investment Funds; Voting; Business and Shareholder Relations; Ownership; Outcome or Result; France

January 2022 (Revised February 2022)
Case

Introducing EVA at ISS: A Better Way to Evaluate CEO Performance and Compensation?

By: Jonas Heese, Charles C.Y. Wang and James Weber

In early 2019, Anthony Campagna, the global director of fundamental research at ISS EVA, a unit of the proxy advisory firm Institutional Shareholder Services (ISS), was preparing to release ISS's analyses of public company performance and CEO compensation ahead of Say... View Details

Keywords: Jobs and Positions; Compensation and Benefits; Performance; Performance Productivity; Measurement and Metrics; Analytics and Data Science; Value; Business or Company Management; Performance Evaluation; Business and Shareholder Relations

March 2012 (Revised September 2014)
Case

Clarks at a Crossroads (A)

By: John A. Davis and Suzanne Stroh

Clarks at a Crossroads (A) describes how this venerable British shoe company falls behind its competition and into financial trouble. The case ends with a pivotal vote by shareholders on whether to sell this family company. View Details

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