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How Close Are Close Shareholder Votes?

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  • Laurent Bach
  • Daniel Metzger

Abstract

We show that close votes on shareholder proposals are disproportionately more likely to be won by management than by shareholder activists. Using a sample of shareholder proposals from 2003 to 2016, we uncover a large and discontinuous drop in the density of voting results at the 50% threshold. We document similar patterns for say on pay votes and director elections. Our findings imply that shareholder influence through voting is limited by managerial opposition. It also follows that one cannot routinely use an RDD to identify the causal effects of changes in corporate governance generated by shareholder votes. Received May 29, 2017; editorial decision August 21, 2018 by Editor Itay Goldstein. Authors have furnished an Internet Appendix, which is available on the Oxford University Press Web site next to the link to the final published paper online.

Suggested Citation

  • Laurent Bach & Daniel Metzger, 2019. "How Close Are Close Shareholder Votes?," The Review of Financial Studies, Society for Financial Studies, vol. 32(8), pages 3183-3214.
    • Handle: RePEc:oup:rfinst:v:32:y:2019:i:8:p:3183-3214.
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    File URL: http://hdl.handle.net/10.1093/rfs/hhy126
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    Cited by:

    1. Couzoff, Panagiotis & Banerjee, Shantanu & Pawlina, Grzegorz, 2022. "Effectiveness of monitoring, managerial entrenchment, and corporate cash holdings," Journal of Corporate Finance, Elsevier, vol. 77(C).
    2. Jiekun Huang, 2023. "Thy Neighbor’s Vote: Peer Effects in Proxy Voting," Management Science, INFORMS, vol. 69(7), pages 4169-4189, July.
    3. Dasgupta, Amil & Fos, Vyacheslav & Sautner, Zacharias, 2021. "Institutional investors and corporate governance," LSE Research Online Documents on Economics 112114, London School of Economics and Political Science, LSE Library.
    4. Hshieh, Shenje & Li, Jiasun & Tang, Yingcong, 2021. "How do passive funds act as active owners? Evidence from mutual fund voting records11We are grateful for extremely helpful comments from one anonymous referee, Antonio Bernardo, Audra Boone, Mark Garm," Journal of Corporate Finance, Elsevier, vol. 66(C).
    5. 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.
    6. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Dimitrios Xefteris, 2021. "Voting Rights, Agenda Control and Information Aggregation," NBER Working Papers 29005, National Bureau of Economic Research, Inc.
    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. Brav, Alon & Cain, Matthew & Zytnick, Jonathon, 2022. "Retail shareholder participation in the proxy process: Monitoring, engagement, and voting," Journal of Financial Economics, Elsevier, vol. 144(2), pages 492-522.

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