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Shareholder Voting and Corporate Governance

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  • David Yermack

    () (Finance Department, Stern School of Business, New York University, New York, NY 10012-1126)

Abstract

This article reviews recent research into corporate voting and elections. Regulatory reforms have given shareholders more voting power in the election of directors and in executive compensation issues. Shareholders use voting as a channel of communication with boards of directors, and protest voting can lead to significant changes in corporate governance and strategy. Some investors have embraced innovative empty voting strategies for decoupling voting rights from cash flow rights, enabling them to mount aggressive programs of shareholder activism. Market-based methods have been used by researchers to establish the value of voting rights and show how this value can vary in different settings.

Suggested Citation

  • David Yermack, 2010. "Shareholder Voting and Corporate Governance," Annual Review of Financial Economics, Annual Reviews, vol. 2(1), pages 103-125, December.
  • Handle: RePEc:anr:refeco:v:2:y:2010:p:103-125
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    File URL: http://www.annualreviews.org/doi/abs/10.1146/annurev-financial-073009-104034
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    More about this item

    Keywords

    empty voting; say on pay; shareholder activism;

    JEL classification:

    • G23 - Financial Economics - - Financial Institutions and Services - - - Non-bank Financial Institutions; Financial Instruments; Institutional Investors
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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