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Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Rule

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  • K. J. Martijn Cremers
  • Roberta Romano

Abstract

This article examines the impact on shareholder voting of the Securities and Exchange Commission (SEC)'s mutual fund voting disclosure rule, using a paired sample of management proposals on executive equity incentive compensation plans submitted before and after the rule change. In enacting the rule, the SEC intended to increase funds' engagement in corporate governance. While voting support for management has decreased over time, we find no evidence that mutual funds' support for management declined after the rule change, as expected by the SEC and advocates of disclosure. In fact, we find evidence of increased support for management by mutual funds after the change. Copyright 2011, Oxford University Press.

Suggested Citation

  • K. J. Martijn Cremers & Roberta Romano, 2011. "Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Rule," American Law and Economics Review, Oxford University Press, vol. 13(1), pages 220-268.
  • Handle: RePEc:oup:amlawe:v:13:y:2011:i:1:p:220-268
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    File URL: http://hdl.handle.net/10.1093/aler/ahq025
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    Cited by:

    1. Limbach, Peter & Sonnenburg, Florian, 2015. "Does CEO fitness matter?," CFR Working Papers 14-12 [rev.3], University of Cologne, Centre for Financial Research (CFR).
    2. Calluzzo, Paul & Dong, Gang Nathan, 2014. "Fund governance contagion: New evidence on the mutual fund governance paradox," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 83-101.
    3. Ding, Rong & Hou, Wenxuan & Kuo, Jing-Ming & Lee, Edward, 2013. "Fund ownership and stock price informativeness of Chinese listed firms," Journal of Multinational Financial Management, Elsevier, vol. 23(3), pages 166-185.
    4. David F. Larcker & Allan L. McCall & Gaizka Ormazabal, 2015. "Outsourcing Shareholder Voting to Proxy Advisory Firms," Journal of Law and Economics, University of Chicago Press, vol. 58(1), pages 173-204.
    5. Nain, Amrita & Yao, Tong, 2013. "Mutual fund skill and the performance of corporate acquirers," Journal of Financial Economics, Elsevier, vol. 110(2), pages 437-456.
    6. Limbach, Peter & Sonnenburg, Florian, 2014. "CEO fitness and firm value," CFR Working Papers 14-12 [rev.], University of Cologne, Centre for Financial Research (CFR).
    7. Limbach, Peter & Sonnenburg, Florian, 2014. "CEO fitness and firm value," CFR Working Papers 14-12, University of Cologne, Centre for Financial Research (CFR).

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