Publications

January 12, 2017
Blog Post

Short-Termism and Shareholder Payouts: Getting Corporate Capital Flows Right

By: Jesse Fried and Charles CY Wang

2017
Working Paper

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

By: Eugene F. Soltes, Suraj Srinivasan and Rajesh Vijayaraghavan

Shareholder proposals provide investors an opportunity to exercise their decision rights within firms, but managers can seek permission from the Securities and Exchange Commission (SEC) to dismiss proposals. We find that managers seek to exclude 39% of all proposals... View Details

Keywords: Voting; Business and Shareholder Relations

SSRN

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

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

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

28 Apr 2003
Research & Ideas

Shareholders Key to Corporate Reform

impact, those of a critical mass of like-minded institutions very well might. Over time, active investors could go a long way toward righting the imbalance in the corporate governance system. When boards and managers believe there is a... View Details

Keywords: by Cynthia A. Montgomery & Rhonda Kaufman

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

29 Oct 2009
Working Paper Summaries

Estimating the Effects of Large Shareholders Using a Geographic Instrument

Keywords: by Bo Becker, Henrik Cronqvist & Rüdiger Fahlenbrach

2012
Other Unpublished Work

The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans

By: Ian D. Gow, Christopher S. Armstrong and David F. Larcker

This study examines the effects of shareholder support for equity compensation plans on subsequent chief executive officer (CEO) compensation. Using cross-sectional regression, instrumental variable, and regression discontinuity research designs, we find little... View Details

Keywords: Voting; Equity; Executive Compensation; Rights; Performance Effectiveness; Business and Shareholder Relations; Mathematical Methods; Motivation and Incentives

27 May 2019
Working Paper Summaries

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

Keywords: by Naomi R. Lamoreaux and Laura Phillips Sawyer

March 2010
Article

The Evolution of Corporate Ownership after IPO: The Impact of Investor Protection

By: C. Fritz Foley and Robin Greenwood

We use firm-level data from 34 countries covering the 1995-2006 period to analyze how the characteristics of public markets shape the process by which firms become widely held. Firms in all countries in the sample tend to have concentrated ownership at the time they go... View Details

Keywords: Blockholding; Float; Shareholder Rights; Investor Protection; Ownership; Financial Liquidity; Business History; Market Timing; Going Public; Business and Government Relations; Business and Shareholder Relations

2008
Working Paper

Laws vs. Contracts: Legal Origins, Shareholder Protections, and Ownership Concentration in Brazil, 1890–1950

By: Aldo Musacchio

The early development of large multidivisional corporations in Latin America required much more than capable managers, new technologies, and large markets. Behind such corporations was a market for capital in which entrepreneurs had to attract investors to buy either... View Details

Keywords: Voting; Entrepreneurship; Investment; Governance Controls; Contracts; Laws and Statutes; Ownership Stake; Brazil

April 2013 (Revised June 2016)
Case

AIG and the American Taxpayers (A)

By: Karthik Ramanna and Matthew Shaffer

Explores the decision faced by AIG's board on whether to join shareholder and ex-CEO Maurice Greenberg's lawsuit against the U.S. government. The suit, argued by super-lawyer David Boies (of Bush v. Gore and California Gay Marriage fame), claims that in September 2008... View Details

Keywords: Property Rights; Financial Institutions; Financial Markets; Financial Crisis; Property; Insurance Industry; United States

March 2018 (Revised January 2021)
Case

China Vanke: Battle for Control (A)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

Article

Laws versus Contracts: Legal Origins, Shareholder Protections, and Ownership Concentration in Brazil, 1890–1950

By: Aldo Musacchio

This article examines some of the institutional conditions that facilitated the development of equity markets in Brazil. A critical factor was the addition of protections for investors to corporate bylaws, which enabled relatively large corporations in Brazil to... View Details

Keywords: Voting; Equity; Financial Markets; Investment; Governance Controls; Business History; Ownership Stake; Brazil

Find at Harvard

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

March 2018
Supplement

China Vanke: Battle for Control (C)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors' mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

March 2018
Supplement

China Vanke: Battle for Control (B)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

February 2014
Article

Governance and CEO Turnover: Do Something or Do the Right Thing?

By: Ray Fisman, Rakesh Khurana, Matthew Rhodes-Kropf and Soojin Yim

We study how corporate governance affects firm value through the decision of whether to fire or retain the CEO. We present a model in which weak governance—which prevents shareholders from controlling the board—protects inferior CEOs from dismissal, while at the same... View Details

Keywords: Governing and Advisory Boards; Value; Retention; Resignation and Termination; Corporate Governance; Management Teams; Business and Shareholder Relations

Find at Harvard

April 2013
Supplement

AIG and the American Taxpayers (B)

By: Karthik Ramanna and Matthew Shaffer

Explores the decision faced by AIG's board on whether to join shareholder and ex-CEO Maurice Greenberg's lawsuit against the U.S. government. The suit, argued by super-lawyer David Boies (of Bush v. Gore and California Gay Marriage fame), claims that in September 2008... View Details

Keywords: Financial Markets; Financial Policy; Property Rights; Financial Institutions; Financial Crisis; Financial Management; Insurance Industry; United States