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Shareholder Proposals and Corporate Governance

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  • Kose John
  • April Klein

Abstract

Shareholder-sponsored proposals are studied focusing on those seeking changes in corporate governance and the incentive structure of managers. The sample contains 334 proposals made by shareholders of 485 of the S&P 500 firms between July 1, 1991 and June 30, 1992. We test hypotheses on the determinants of the likelihood of a corporate governance proposal being made as well as the votes obtained. We find that the likelihood of a firm being the target of one or more corporate governance proposals to be significantly affected by firm size, presence of negative net income, percentage of outside directors with outside directorships in other S&P 500 firms, the percentage of institutional ownership and whether or not shareholders vote on the choice of auditor and last year's vote. We also examine the determinants of the likelihood of specific types of proposals and of particular proponents.

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Bibliographic Info

Paper provided by New York University, Leonard N. Stern School of Business- in its series New York University, Leonard N. Stern School Finance Department Working Paper Seires with number 98-046.

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Date of creation: Mar 1995
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Handle: RePEc:fth:nystfi:98-046

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Postal: U.S.A.; New York University, Leonard N. Stern School of Business, Department of Economics . 44 West 4th Street. New York, New York 10012-1126
Phone: (212) 998-0100
Web page: http://w4.stern.nyu.edu/finance/
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Cited by:
  1. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
  2. Guercio, Diane Del & Hawkins, Jennifer, 1999. "The motivation and impact of pension fund activism," Journal of Financial Economics, Elsevier, vol. 52(3), pages 293-340, June.
  3. Thomas, Randall S. & Cotter, James F., 2007. "Shareholder proposals in the new millennium: Shareholder support, board response, and market reaction," Journal of Corporate Finance, Elsevier, vol. 13(2-3), pages 368-391, June.
  4. Tim C. Opler & Jonathan Sokobin, . "Does Coordinated Institutional Activism Work? An Analysis of the Activities of the Council of Institutional Investors," Research in Financial Economics 9505, Ohio State University.
  5. Gillan, Stuart L. & Starks, Laura T., 2000. "Corporate governance proposals and shareholder activism: the role of institutional investors," Journal of Financial Economics, Elsevier, vol. 57(2), pages 275-305, August.
  6. Siti Sakinah Azizan & Rashid Ameer, 2012. "Shareholder activism in family-controlled firms in Malaysia," Managerial Auditing Journal, Emerald Group Publishing, Emerald Group Publishing, vol. 27(8), pages 774-794.

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