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Management Always Wins the Close Ones

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  • Yair Listokin

Abstract

While much has been made of "shareholder democracy" as a lever of corporate governance, there is little evidence about the efficacy of voting. This paper empirically examines votes on management-sponsored resolutions and finds widespread irregularities in the distribution of votes received by management. Management is overwhelmingly more likely to win votes by a small margin than lose by a small margin. The results indicate that, at some point in the voting process, management obtains highly accurate information about the likely voting outcome and, based on that information, acts to influence the vote. The precise point at which this occurs is unclear, though it is likely to be near the "poll-closing" time. Whatever the cause of management's advantage, it is clear that shareholder voting does not constitute a "representative" direct democracy. Copyright 2008, Oxford University Press.

Suggested Citation

  • Yair Listokin, 2008. "Management Always Wins the Close Ones," American Law and Economics Review, American Law and Economics Association, vol. 10(2), pages 159-184.
    • Handle: RePEc:oup:amlawe:v:10:y:2008:i:2:p:159-184
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    File URL: http://hdl.handle.net/10.1093/aler/ahn010
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    Citations

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    Cited by:

    1. Antoinette Schoar & Ebonya L. Washington, 2011. "Are the Seeds of Bad Governance Sown in Good Times?," NBER Working Papers 17061, National Bureau of Economic Research, Inc.
    2. Vicente Cuñat & Mireia Gine & Maria Guadalupe, 2012. "The Vote Is Cast: The Effect of Corporate Governance on Shareholder Value," Journal of Finance, American Finance Association, vol. 67(5), pages 1943-1977, October.
    3. David Yermack, 2017. "Corporate Governance and Blockchains," Review of Finance, European Finance Association, vol. 21(1), pages 7-31.
    4. Christopher S. Armstrong & Ian D. Gow & David F. Larcker, 2013. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 909-950, December.
    5. Ing-Haw Cheng & Harrison Hong & Kelly Shue, 2013. "Do Managers Do Good with Other People's Money?," NBER Working Papers 19432, National Bureau of Economic Research, Inc.
    6. Cuñat, Vicente & Lu, Yiqing & Wu, Hong, 2021. "Managerial response to shareholder empowerment: evidence from majority- voting legislation changes," LSE Research Online Documents on Economics 118896, London School of Economics and Political Science, LSE Library.
    7. Vicente Cuñat & Mireia Giné & Maria Guadalupe, 2020. "Price and Probability: Decomposing the Takeover Effects of Anti‐Takeover Provisions," Journal of Finance, American Finance Association, vol. 75(5), pages 2591-2629, October.
    8. Anand, Anita & Dathan, Michele, 2017. "An empirical analysis of advance notice provisions in corporate bylaws: Evidence from Canada," International Review of Law and Economics, Elsevier, vol. 49(C), pages 41-56.
    9. Dressler, Efrat, 2020. "Voice and power: Do institutional shareholders make use of their voting power?," Journal of Corporate Finance, Elsevier, vol. 65(C).
    10. Liu, Yukun & Wu, Xi, 2023. "How does shareholder governance affect the cost of borrowing? Evidence from the passage of anti-takeover provisions," Journal of Accounting and Economics, Elsevier, vol. 75(2).
    11. Armstrong, Christopher S. & Gow, Ian D. & Larcker, David F., 2012. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Research Papers 2097, Stanford University, Graduate School of Business.
    12. Caroline Flammer, 2015. "Does Corporate Social Responsibility Lead to Superior Financial Performance? A Regression Discontinuity Approach," Management Science, INFORMS, vol. 61(11), pages 2549-2568, November.
    13. Ng, Jeffrey & Wu, Hong & Zhai, Weihuan & Zhao, Jing, 2021. "The effect of shareholder activism on earnings management: Evidence from shareholder proposals11We appreciate the helpful comments and suggestions from Stephen Taylor, Gary Biddle, Santosh Ramalingego," Journal of Corporate Finance, Elsevier, vol. 69(C).
    14. Choonsik Lee & Matthew E. Souther, 2020. "Managerial Reliance on the Retail Shareholder Vote: Evidence from Proxy Delivery Methods," Management Science, INFORMS, vol. 66(4), pages 1717-1736, April.
    15. Bolton, Patrick & Li, Tao & Ravina, Enrichetta & Rosenthal, Howard, 2020. "Investor ideology," Journal of Financial Economics, Elsevier, vol. 137(2), pages 320-352.
    16. Ian D. Gow & David F. Larcker & Peter C. Reiss, 2016. "Causal Inference in Accounting Research," Journal of Accounting Research, Wiley Blackwell, vol. 54(2), pages 477-523, May.
    17. Dulani Jayasuriya Daluwathumullagamage & Alexandra Sims, 2020. "Blockchain-Enabled Corporate Governance and Regulation," IJFS, MDPI, vol. 8(2), pages 1-41, June.
    18. Caroline Flammer & Pratima Bansal, 2017. "Does a long-term orientation create value? Evidence from a regression discontinuity," Strategic Management Journal, Wiley Blackwell, vol. 38(9), pages 1827-1847, September.
    19. Steve Sauerwald & J. (Hans) Van Oosterhout & Marc Van Essen, 2016. "Expressive Shareholder Democracy: A Multilevel Study of Shareholder Dissent in 15 Western European Countries," Journal of Management Studies, Wiley Blackwell, vol. 53(4), pages 520-551, June.
    20. Erin E. Smith, 2019. "Are Antitakeover Amendments Good for Shareholders? Evidence from the Adoption of Antitakeover Provisions in the Post-SOX Era," Quarterly Journal of Finance (QJF), World Scientific Publishing Co. Pte. Ltd., vol. 9(04), pages 1-40, December.

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