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Shareholder influence over director nomination via proxy access: Implications for agency conflict and stakeholder value

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  • Joanna Tochman Campbell
  • T. Colin Campbell
  • David G. Sirmon
  • Leonard Bierman
  • Christopher S. Tuggle

Abstract

Corporate governance research indicates that corporate boards of directors may be overly beholden to management, which can be detrimental to firm value creation. Drawing upon agency theory and the governance law literature, we examine the effects of a new SEC rule designed to lessen managerial power by increasing large, long‐term shareholders' influence in the director nomination process. We predict and find support for a positive overall market reaction to the rule's announcement as well as a greater reaction for firms with characteristics that suggest compromised board independence or greater CEO control. Moreover, we examine the implications of greater shareholder voice for another key stakeholder group, firm bondholders, and find evidence that it is also value increasing. We conclude by discussing important implications for theory and practice. Copyright © 2012 John Wiley & Sons, Ltd.

Suggested Citation

  • Joanna Tochman Campbell & T. Colin Campbell & David G. Sirmon & Leonard Bierman & Christopher S. Tuggle, 2012. "Shareholder influence over director nomination via proxy access: Implications for agency conflict and stakeholder value," Strategic Management Journal, Wiley Blackwell, vol. 33(12), pages 1431-1451, December.
    • Handle: RePEc:bla:stratm:v:33:y:2012:i:12:p:1431-1451
    DOI: 10.1002/smj.1989
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    Cited by:

    1. van den Oever, Koen & Beerens, Bart, 2021. "Does task-related conflict mediate the board gender diversity–organizational performance relationship?," European Management Journal, Elsevier, vol. 39(4), pages 445-455.
    2. Walther, Axel & Morner, Michèle & Calabrò, Andrea, 2017. "The role of behaviorally integrated nominating committees in non-executive director selection processes," European Management Journal, Elsevier, vol. 35(3), pages 351-361.
    3. Geoffrey Martin & Joanna Tochman Campbell & Luis Gomez-Mejia, 2016. "Family Control, Socioemotional Wealth and Earnings Management in Publicly Traded Firms," Journal of Business Ethics, Springer, vol. 133(3), pages 453-469, February.
    4. D. Daniel Keum, 2021. "Innovation, short‐termism, and the cost of strong corporate governance," Strategic Management Journal, Wiley Blackwell, vol. 42(1), pages 3-29, January.
    5. James, Hui Liang & Borah, Nilakshi & Lirely, Roger, 2022. "The effectiveness of board independence in high-discretion firms," The Quarterly Review of Economics and Finance, Elsevier, vol. 85(C), pages 103-117.
    6. Khalil Jebran & Shihua Chen & Wanying Cai, 2022. "Excess of everything is bad: CEO greed and corporate policies," Review of Quantitative Finance and Accounting, Springer, vol. 59(4), pages 1577-1607, November.
    7. Schmid, Stefan & Altfeld, Frederic & Dauth, Tobias, 2018. "Americanization as a driver of CEO pay in Europe: The moderating role of CEO power," Journal of World Business, Elsevier, vol. 53(4), pages 433-451.
    8. Jiandong Chen & Douglas Cumming & Wenxuan Hou & Edward Lee, 2016. "CEO Accountability for Corporate Fraud: Evidence from the Split Share Structure Reform in China," Journal of Business Ethics, Springer, vol. 138(4), pages 787-806, November.
    9. Alessandro Zattoni & Emmanouil Dedoulis & Stergios Leventis & Hans Van Ees, 2020. "Corporate governance and institutions—A review and research agenda," Corporate Governance: An International Review, Wiley Blackwell, vol. 28(6), pages 465-487, November.
    10. Peter M. Madsen & Vinit Desai, 2018. "No Firm Is an Island: The Role of Population-Level Actors in Organizational Learning from Failure," Organization Science, INFORMS, vol. 29(4), pages 739-753, August.
    11. Shakti Deb & Indrajit Dube, 2017. "Corporate Governance Disclosure for Complex Ownership Structure in India," Indian Journal of Corporate Governance, , vol. 10(2), pages 143-175, December.
    12. Shelby L. Gai & J. Yo‐Jud Cheng & Andy Wu, 2021. "Board design and governance failures at peer firms," Strategic Management Journal, Wiley Blackwell, vol. 42(10), pages 1909-1938, October.
    13. Karen Schnatterly & Felipe Calvano & John P. Berns & Chaoqun Deng, 2021. "The effects of board expertise‐risk misalignment and subsequent strategic board reconfiguration on firm performance," Strategic Management Journal, Wiley Blackwell, vol. 42(11), pages 2162-2191, November.

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