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Proxy Advisory Firms: The Economics of Selling Information to Voters

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  • ANDREY MALENKO
  • NADYA MALENKO

Abstract

We analyze how proxy advisors, which sell voting recommendations to shareholders, affect corporate decision‐making. If the quality of the advisor's information is low, there is overreliance on its recommendations and insufficient private information production. In contrast, if the advisor's information is precise, it may be underused because the advisor rations its recommendations to maximize profits. Overall, the advisor's presence leads to more informative voting only if its information is sufficiently precise. We evaluate several proposals on regulating proxy advisors and show that some suggested policies, such as reducing proxy advisors' market power or decreasing litigation pressure, can have negative effects.

Suggested Citation

  • Andrey Malenko & Nadya Malenko, 2019. "Proxy Advisory Firms: The Economics of Selling Information to Voters," Journal of Finance, American Finance Association, vol. 74(5), pages 2441-2490, October.
    • Handle: RePEc:bla:jfinan:v:74:y:2019:i:5:p:2441-2490
    DOI: 10.1111/jofi.12779
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    Cited by:

    1. Wang, Xianjue, 2021. "Disclosure by firms under voting pressure," International Review of Financial Analysis, Elsevier, vol. 78(C).
    2. Doron Levit & Nadya Malenko & Ernst Maug, 2024. "Trading and Shareholder Democracy," Journal of Finance, American Finance Association, vol. 79(1), pages 257-304, February.
    3. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Dimitrios Xefteris, 2021. "Voting Rights, Agenda Control and Information Aggregation," NBER Working Papers 29005, National Bureau of Economic Research, Inc.
    4. 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.
    5. Bar-Isaac, Heski & Shapiro, Joel, 2020. "Blockholder voting," Journal of Financial Economics, Elsevier, vol. 136(3), pages 695-717.
    6. Berno Buechel & Lydia Mechtenberg & Alexander F. Wagner, 2022. "When do proxy advisors improve corporate decisions?," Swiss Finance Institute Research Paper Series 22-47, Swiss Finance Institute.
    7. Gow, Ian D. & Larcker, David F. & Watts, Edward M., 2023. "Board diversity and shareholder voting," Journal of Corporate Finance, Elsevier, vol. 83(C).
    8. Lan, Ge & Li, Donghui & Yang, Shijie, 2023. "Costs of voting and firm performance: Evidence from RegTech adoption in Chinese listed firms," Research in International Business and Finance, Elsevier, vol. 64(C).
    9. Nadya Malenko & Yao Shen, 2016. "The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design," The Review of Financial Studies, Society for Financial Studies, vol. 29(12), pages 3394-3427.
    10. Schilling, Linda, 2023. "Voters, Bailouts, and the Size of the Firm," MPRA Paper 117921, University Library of Munich, Germany.
    11. Dasgupta, Amil & Fos, Vyacheslav & Sautner, Zacharias, 2021. "Institutional investors and corporate governance," LSE Research Online Documents on Economics 112114, London School of Economics and Political Science, LSE Library.
    12. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Adam Meirowitz & Shaoting Pi & Dimitrios Xefteris, 2024. "Public Information as a Source of Disagreement," Working Papers halshs-04075483, HAL.
    13. Meirowitz, Adam & Pi, Shaoting, 2022. "Voting and trading: The shareholder’s dilemma," Journal of Financial Economics, Elsevier, vol. 146(3), pages 1073-1096.
    14. Dirk Bergemann & Alessandro Bonatti, 2019. "Markets for Information: An Introduction," Annual Review of Economics, Annual Reviews, vol. 11(1), pages 85-107, August.
    15. Briana Chang & Martin Szydlowski, 2020. "The Market for Conflicted Advice," Journal of Finance, American Finance Association, vol. 75(2), pages 867-903, April.
    16. Li, Xuan, 2023. "Home bias in shareholder voting," Discussion Papers 2023/21, Norwegian School of Economics, Department of Business and Management Science.
    17. Paul M. Guest & Marco Nerino, 2019. "Do Corporate Governance Ratings Change Investor Expectations? Evidence from Announcements by Institutional Shareholder Services," Working Papers wp515, Centre for Business Research, University of Cambridge.
    18. Malenko, Nadya & Levit, Doron & Maug, Ernst, 2021. "The voting premium," CEPR Discussion Papers 15718, C.E.P.R. Discussion Papers.

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