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Editor's Choice Shareholder Voting and Corporate Governance Around the World

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  • Peter Iliev
  • Karl V. Lins
  • Darius P. Miller
  • Lukas Roth

Abstract

Using a sample of non-U.S. firms from 43 countries, we investigate whether laws and regulations as well as votes cast by U.S. institutional investors are consistent with an effective shareholder voting process. We find that laws and regulations allow for meaningful votes to be cast, as shareholder voting is both mandatory and binding for important elections. For votes cast, we find there is greater dissent voting when investors fear expropriation. Further, greater dissent voting is associated with higher director turnover and more M&A withdrawals. Our results suggest that shareholder voting is an effective mechanism for exercising governance around the world.

Suggested Citation

  • Peter Iliev & Karl V. Lins & Darius P. Miller & Lukas Roth, 2015. "Editor's Choice Shareholder Voting and Corporate Governance Around the World," Review of Financial Studies, Society for Financial Studies, vol. 28(8), pages 2167-2202.
  • Handle: RePEc:oup:rfinst:v:28:y:2015:i:8:p:2167-2202.
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    File URL: http://hdl.handle.net/10.1093/rfs/hhv008
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    Citations

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    Cited by:

    1. Lesmeister, Simon & Limbach, Peter & Goergen, Marc, 2019. "Trust and shareholder voting," CFR Working Papers 18-02, University of Cologne, Centre for Financial Research (CFR).
    2. Marco Becht & Andrea Polo & Stefano Rossi, 2016. "Does Mandatory Shareholder Voting Prevent Bad Acquisitions?," Review of Financial Studies, Society for Financial Studies, vol. 29(11), pages 3035-3067.
    3. Aggarwal, Reena & Dahiya, Sandeep & Prabhala, Nagpurnanand R., 2019. "The power of shareholder votes: Evidence from uncontested director elections," Journal of Financial Economics, Elsevier, vol. 133(1), pages 134-153.
    4. Bar-Isaac, Heski & Shapiro, Joel, 2020. "Blockholder voting," Journal of Financial Economics, Elsevier, vol. 136(3), pages 695-717.
    5. King, Timothy & Bozos, Konstantinos & Koutmos, Dimitrios, 2017. "Shareholder activism and equity price reactions," Economics Letters, Elsevier, vol. 160(C), pages 100-104.
    6. Dyck, Alexander & Lins, Karl V. & Roth, Lukas & Wagner, Hannes F., 2019. "Do institutional investors drive corporate social responsibility? International evidence," Journal of Financial Economics, Elsevier, vol. 131(3), pages 693-714.
    7. Pamela Kent & Kim Kercher & James Routledge, 2018. "Remuneration committees, shareholder dissent on CEO pay and the CEO pay–performance link," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 58(2), pages 445-475, June.
    8. Harford, Jarrad & Kecskés, Ambrus & Mansi, Sattar, 2018. "Do long-term investors improve corporate decision making?," Journal of Corporate Finance, Elsevier, vol. 50(C), pages 424-452.
    9. Kim, Incheol & Miller, Steve & Wan, Hong & Wang, Bin, 2016. "Drivers behind the monitoring effectiveness of global institutional investors: Evidence from earnings management," Journal of Corporate Finance, Elsevier, vol. 40(C), pages 24-46.
    10. Gordon M. Phillips & Alexei Zhdanov, 2017. "Venture Capital Investments and Merger and Acquisition Activity Around the World," NBER Working Papers 24082, National Bureau of Economic Research, Inc.
    11. Isil Erel & Léa H. Stern & Chenhao Tan & Michael S. Weisbach, 2018. "Selecting Directors Using Machine Learning," NBER Working Papers 24435, National Bureau of Economic Research, Inc.
    12. André Schmidt, 2017. "Determinants of Corporate Voting – Evidence from a Large Survey of German Retail Investors," Schmalenbach Business Review, Springer;Schmalenbach-Gesellschaft, vol. 18(1), pages 71-103, February.
    13. Hyejeong Shin & Su-In Kim, 2018. "The Effect of Corporate Governance on Earnings Quality and Market Reaction to Low Quality Earnings: Korean Evidence," Sustainability, MDPI, Open Access Journal, vol. 11(1), pages 1-17, December.
    14. Rachelle Belinga & Blanche Segrestin, 2018. "Principals and stewards? An exploration of the role of institutional investors in corporate governance," Post-Print hal-01791931, HAL.
    15. Huang, Xiaoran & Kang, Jun-Koo, 2017. "Geographic concentration of institutions, corporate governance, and firm value," Journal of Corporate Finance, Elsevier, vol. 47(C), pages 191-218.
    16. Nguyen, Phuong-Anh & Kecskés, Ambrus & Mansi, Sattar, 2020. "Does corporate social responsibility create shareholder value? The importance of long-term investors," Journal of Banking & Finance, Elsevier, vol. 112(C).
    17. Lin, Chih-Yung & Tsai, Wei-Che & Hasan, Iftekhar & Tuan, Le Quoc, 2018. "Private benefits of control and bank loan contracts," Journal of Corporate Finance, Elsevier, vol. 49(C), pages 324-343.
    18. Miller, Darius, 2018. "Discussion of “Managing reputation: Evidence from biographies of corporate directors✰," Journal of Accounting and Economics, Elsevier, vol. 66(2), pages 470-475.
    19. Nicola Cucari, 2019. "Determinants of say on pay vote: a configurational analysis," International Entrepreneurship and Management Journal, Springer, vol. 15(3), pages 837-856, September.

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