Publications

2016
Working Paper

Consequences to Directors of Shareholder Activism

By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan

Using a comprehensive sample for 2004–2012, we examine the impact of shareholder activist campaigns on the careers of directors of targeted firms. We find that activism is associated with directors being almost twice as likely to leave—and performance-sensitivity of... View Details

Keywords: Shareholder Activism; Hedge Funds; Independent Directors; Director Reputation; Accountability; Shareholder Voting; Voting; Retention; Investment Funds; Management Teams; Investment Activism

July 2013 (Revised September 2019)
Case

Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker

This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and... View Details

Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry

Educators

2019
Working Paper

Voting Trusts and Antitrust: Rethinking the Role of Shareholder Rights and Private Litigation in Public Regulation, 1880s to 1930s

By: Naomi R. Lamoreaux and Laura Phillips Sawyer

Scholars have long recognized that the states’ authority to charter corporations bolstered their antitrust powers in ways that were not available to the federal government. But they have also argued that the growth of large-scale enterprises operating in national and... View Details

Keywords: Voting Trusts; Antitrust; Business and Shareholder Relations; Lawsuits and Litigation; History; United States

March 2009
Article

The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing

By: F. Ferri and Tatiana Sandino

We examine the economic consequences of more than 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and 2004, the first case in which the SEC allowed a shareholder vote on an accounting matter. Our results... View Details

Keywords: Shareholder Activism; Shareholder Votes; Stock Option Expensing; Executive Compensation; Financial Reporting; Employee Stock Ownership Plan; Corporate Governance; Business and Shareholder Relations; Investment Activism

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2021
Working Paper

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Joshua White and Austin Starkweather

We examine the influence of proxy advisors on firms’ shareholder engagement behavior. Our analyses exploit a quasi-natural experiment using Say-On-Pay voting outcomes near a threshold that triggers a review of engagement activities by Institutional Shareholder Services... View Details

Keywords: Proxy Advisors; ISS; Shareholder Engagement; Disclosure; Business and Shareholder Relations; Executive Compensation; Corporate Disclosure

October 2021
Article

Shareholder Activism and Firms' Voluntary Disclosure of Climate Change Risks

By: Caroline Flammer, Michael W. Toffel and Kala Viswanathan

This paper examines whether—in the absence of mandated disclosure requirements—shareholder activism can elicit greater disclosure of firms’ exposure to climate change risks. We find that environmental shareholder activism increases the voluntary disclosure of climate... View Details

Keywords: Transparency; Reporting; Shareholder Engagement; Shareholder Activism; Climate Change; Risk and Uncertainty; Environmental Management; Investment Activism; Corporate Disclosure; Communication Strategy; Information Publishing; Measurement and Metrics; Corporate Social Responsibility and Impact; Problems and Challenges; United States

April 2015 (Revised July 2015)
Case

Proxy Access at Whole Foods

By: Jay Lorsch and Emily McTague

Proxy access grants shareholders meeting certain ownership requirements the right to nominate directors for election to the board without going through a typical proxy contest. In August 2010 the SEC approved a rule granting proxy access for shareholders meeting... View Details

Keywords: Board Of Directors; Proxy Advisor; Shareholder Activism; Shareholder Voting; Shareholder Votes; Proxy Battle; Institutional Change; Institutional Investing; Business and Shareholder Relations; Food and Beverage Industry; North America

Educators

Editorial

ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues

By: George Serafeim and Sakis Kotsantonis

Keywords: Climate Change; Board Of Directors; Corporate Governance; Investments; Environment

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April 22, 2021
Article

Shareholders Are Pressing for Climate Risk Disclosures. That's Good for Everyone

By: Caroline Flammer, Michael W. Toffel and Kala Viswanathan

Does shareholder activism induce firms to voluntarily disclose climate change risks? And how do markets respond to these disclosures? New research finds that the extent of climate-risk disclosure increases by approximately 4.6% for each environment-related proposal... View Details

Keywords: Reporting; Transparency; Activism; Shareholder Activism; Shareholder Engagement; Climate Change; Corporate Disclosure; Investment Activism; Business and Shareholder Relations

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Register to Read

2021
Working Paper

Shareholder Activism and Firms’ Voluntary Disclosure of Climate Change Risks

By: Caroline Flammer, Michael W. Toffel and Kala Viswanathan

This paper examines whether—in the absence of mandated disclosure requirements—shareholder activism can elicit greater disclosure of firms’ exposure to climate change risks. We find that environmental shareholder activism increases the voluntary disclosure of climate... View Details

Keywords: Shareholder Activism; Climate Risk; Corporate Accountability; Climate Change; Corporate Disclosure; Corporate Governance; Corporate Social Responsibility and Impact; Business and Shareholder Relations; Risk and Uncertainty; Natural Environment; Environmental Sustainability; Financial Services Industry; United States

2020
Working Paper

Are ISS Recommendations Informative? Evidence from Assessments of Compensation Practices

By: Ana Albuquerque, Mary Ellen Carter and Susanna Gallani

Using detailed information from the largest proxy advisor in the U.S., Institutional Shareholder Services (ISS), we examine whether proxy advisors’ assessments of firms’ compensation practices are able to identify poor compensation practices as measured by subsequent... View Details

Keywords: Proxy Advisors; CEO Compensation; Say-on-Pay; Institutional Shareholder Voting; Executive Compensation; Performance

January 2013
Case

Say on Pay at The Walt Disney Company

By: Ian D. Gow and Gaizka Ormazabal

This case focuses on the lead-up to Disney's 2012 annual meeting where Disney would face a vote on the compensation package of its CEO, Robert Iger. Leading proxy advisory firms were recommending that shareholders reject the proposed compensation. View Details

Keywords: Shareholder Votes; Executive Compensation; Business and Shareholder Relations; Media and Broadcasting Industry; United States

Educators

April 2011
Article

Institutional Tax Clienteles and Payout Policy

By: Mihir Desai and Li Jin

This paper employs heterogeneity in institutional shareholder tax characteristics to identify the relation between firm payout policy and tax incentives. Analysis of a panel of firms matched with the tax characteristics of the clients of their institutional... View Details

Keywords: Institutional Investors; Clienteles; Payout Policy; Private Equity; Investment; Taxation; Ownership Stake; Business and Shareholder Relations

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07 Jun 2017
News

ExxonMobil’s Shareholder Vote Is a Tipping Point for Climate Issues

2021
Working Paper

Once Bitten, Twice Shy: Learning from Corporate Fraud and Corporate Governance Spillovers

By: Trung Nguyen

This paper finds that investors learn from their experience with corporate fraud and financial misconduct and modify their investment behavior to avoid suspicious firms and increase corporate governance efforts. More specially, mutual funds that experienced corporate... View Details

Keywords: Institutional Investors; Investor Experience; Shareholder Voting; Corporate Fraud; Corporate Governance; Institutional Investing; Behavior; Change; Learning

20 Jun 2016
Working Paper Summaries

What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management

Keywords: by Eugene F. Soltes, Suraj Srinivasan, and Rajesh Vijayaraghavan

13 Apr 2017
News

When Shareholders Speak Their Minds

December 2024
Article

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Austin Starkweather and Joshua White

We study how Institutional Shareholder Services (ISS) affect firms’ engagement with shareholders. Our analyses exploit a quasi-natural experiment using say-on-pay voting outcomes near a threshold that triggers ISS to review engagement activities. Firms receiving ISS... View Details

Keywords: Business and Shareholder Relations; Governing and Advisory Boards; Policy; Voting