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(693)
- News (94)
- Research (511)
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- Faculty Publications (215)
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- March 2014 (Revised September 2019)
- Teaching Note
Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'
By: Suraj Srinivasan and Charles C.Y. Wang
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 CEO's pay was inflated and... View Details
- 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
Srinivasan, Suraj, Charles C.Y. Wang, and Kelly Baker. "Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'." Harvard Business School Case 114-005, July 2013. (Revised September 2019.)
- 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
Gow, Ian D., Sa-Pyung Sean Shin, and Suraj Srinivasan. "Consequences to Directors of Shareholder Activism." Harvard Business School Working Paper, No. 14-071, February 2014. (Revised May 2016.)
- 2019
- Working Paper
Stewardship Codes and Shareholder Voting on Disputed Ballot Measures
By: Trang T. Nguyen and Charles CY Wang
This study examines the impact of stewardship codes on investor voting behavior in disputed ballot measures-- where ISS's recommendation differs from management's recommendation-- across nine countries. U.S. institutional investors' voting behavior in adopting country... View Details
- 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
Lamoreaux, Naomi R., and Laura Phillips Sawyer. "Voting Trusts and Antitrust: Rethinking the Role of Shareholder Rights and Private Litigation in Public Regulation, 1880s to 1930s." Harvard Business School Working Paper, No. 19-109, May 2019.
- 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
Ferri, F., and Tatiana Sandino. "The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing." Accounting Review 84, no. 2 (March 2009): 433–466.
- 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
Dey, Aiyesha, Joshua White, and Austin Starkweather. "Proxy Advisory Firms and Corporate Shareholder Engagement." Harvard Business School Working Paper, No. 21-137, June 2021. (Revised February 2022.)
- 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
Flammer, Caroline, Michael W. Toffel, and Kala Viswanathan. "Shareholder Activism and Firms' Voluntary Disclosure of Climate Change Risks." Strategic Management Journal 42, no. 10 (October 2021): 1850–1879. (Featured in Harvard Business Review.)
- 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
Lorsch, Jay, and Emily McTague. "Proxy Access at Whole Foods." Harvard Business School Case 415-073, April 2015. (Revised July 2015.)
- 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
Flammer, Caroline, Michael W. Toffel, and Kala Viswanathan. "Shareholders Are Pressing for Climate Risk Disclosures. That's Good for Everyone." Harvard Business Review Digital Articles (April 22, 2021).
- Editorial
ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues
By: George Serafeim and Sakis Kotsantonis
Serafeim, George, and Sakis Kotsantonis. "ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues." Harvard Business Review (website) (June 7, 2017).
- 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
Gow, Ian D., and Gaizka Ormazabal. "Say on Pay at The Walt Disney Company." Harvard Business School Case 113-052, January 2013.
- 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
Albuquerque, Ana, Mary Ellen Carter, and Susanna Gallani. "Are ISS Recommendations Informative? Evidence from Assessments of Compensation Practices." Harvard Business School Working Paper, No. 19-085, February 2019. (Revised March 2020.)
- 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
Flammer, Caroline, Michael W. Toffel, and Kala Viswanathan. "Shareholder Activism and Firms' Voluntary Disclosure of Climate Change Risks." Harvard Business School Working Paper, No. 20-049, October 2019. (Revised March 2021.)
- 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
Desai, Mihir, and Li Jin. "Institutional Tax Clienteles and Payout Policy." Journal of Financial Economics 100, no. 1 (April 2011): 68–84.
- 20 Jun 2016
- Working Paper Summaries
What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management
- 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
Nguyen, Trung. "Once Bitten, Twice Shy: Learning from Corporate Fraud and Corporate Governance Spillovers." Harvard Business School Working Paper, No. 21-135, June 2021.
- 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
Dey, Aiyesha, Austin Starkweather, and Joshua White. "Proxy Advisory Firms and Corporate Shareholder Engagement." Review of Financial Studies 37, no. 12 (December 2024): 3877–3931.
- Research Summary
Cross-ownership, returns and voting in mergers
We show that institutional shareholders of acquiring companies on average do not lose money around public merger announcements, because they also hold substantial stakes in the targets and make up for the losses from the former with the gains from the latter. Depending... View Details
- May 2017
- Article
Distracted Shareholders and Corporate Actions
By: Elisabeth Kempf, Alberto Manconi and Oliver Spalt
Investor attention matters for corporate actions. Our new identification approach constructs firm-level shareholder "distraction" measures, by exploiting exogenous shocks to unrelated parts of institutional shareholders' portfolios. Firms with "distracted" shareholders... View Details
Keywords: Investors; Business and Shareholder Relations; Executive Compensation; Stocks; Mergers and Acquisitions
Kempf, Elisabeth, Alberto Manconi, and Oliver Spalt. "Distracted Shareholders and Corporate Actions." Review of Financial Studies 30, no. 5 (May 2017): 1660–1695.