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The Relevance of Fiduciary Conflict-of-Interests in Control versus Issue Proxy Contests

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  • Jarrow, Robert A.
  • Leach, J. Chris

Abstract

The role of fiduciaries with conflicting interests has received considerable attention recently. The purpose of this paper is to analyze the role of a fiduciary casting votes under conflicting interests in proxy contests that seek to control the corporation and those waged solely for the purpose of deciding an issue. By deriving comparisons across types of contests, we provide implications concerning differences in success probabilities and resolution effects for the two types of contests. The empirical verification (refutation) of such effects would provide insight regarding the (ir)relevance of fiduciary conflict-of-interests in proxy contests.

Suggested Citation

  • Jarrow, Robert A. & Leach, J. Chris, 1991. "The Relevance of Fiduciary Conflict-of-Interests in Control versus Issue Proxy Contests," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 26(4), pages 533-547, December.
    • Handle: RePEc:cup:jfinqa:v:26:y:1991:i:04:p:533-547_00
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    Cited by:

    1. Santos, Joao A.C. & Rumble, Adrienne S., 2006. "The American keiretsu and universal banks: Investing, voting and sitting on nonfinancials' corporate boards," Journal of Financial Economics, Elsevier, vol. 80(2), pages 419-454, May.
    2. Doris Neuberger, 2005. "What’s Common to Relationship Banking and Relationship Investing? Reflections within the Contractual Theory of the Firm," Finance 0503001, University Library of Munich, Germany.
    3. Saeyoung Chang & Michael Hertzel, 2004. "Equity Ownership and Firm Value: Evidence from Targeted Stock Repurchases," The Financial Review, Eastern Finance Association, vol. 39(3), pages 389-407, August.
    4. Andreani, Ettore & Neuberger, Doris, 2004. "Relationship finance by banks and non-bank institutional investors: A review within the theory of the firm," Thuenen-Series of Applied Economic Theory 46, University of Rostock, Institute of Economics.
    5. Payne, Thomas H. & Millar, James A. & William Glezen, G., 1996. "Fiduciary responsibility and bank-firm relationships: An analysis of shareholder voting by banks," Journal of Corporate Finance, Elsevier, vol. 3(1), pages 75-87, December.
    6. Renée Adams & Daniel Ferreira, 2008. "One Share-One Vote: The Empirical Evidence," Review of Finance, European Finance Association, vol. 12(1), pages 51-91.
    7. Adams, Renee B. & Santos, Joao A.C., 2006. "Identifying the effect of managerial control on firm performance," Journal of Accounting and Economics, Elsevier, vol. 41(1-2), pages 55-85, April.
    8. João A. C. Santos & Kristin E. Wilson, 2017. "Does Banks’ Corporate Control Lower Funding Costs? Evidence from US Banks’ Control Over Firms’ Voting Rights," Journal of Financial Services Research, Springer;Western Finance Association, vol. 51(3), pages 283-311, June.

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