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Shareholder Proposals and Corporate Governance

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  • Kose John
  • April Klein

Abstract

Shareholder-sponsored proposals are studied focusing on those seeking changes in corporate governance and the incentive structure of managers. The sample contains 334 proposals made by shareholders of 485 of the S&P 500 firms between July 1, 1991 and June 30, 1992. We test hypotheses on the determinants of the likelihood of a corporate governance proposal being made as well as the votes obtained. We find that the likelihood of a firm being the target of one or more corporate governance proposals to be significantly affected by firm size, presence of negative net income, percentage of outside directors with outside directorships in other S&P 500 firms, the percentage of institutional ownership and whether or not shareholders vote on the choice of auditor and last year's vote. We also examine the determinants of the likelihood of specific types of proposals and of particular proponents.

Suggested Citation

  • Kose John & April Klein, 1995. "Shareholder Proposals and Corporate Governance," New York University, Leonard N. Stern School Finance Department Working Paper Seires 98-046, New York University, Leonard N. Stern School of Business-.
    • Handle: RePEc:fth:nystfi:98-046
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    Cited by:

    1. Thomas, Randall S. & Cotter, James F., 2007. "Shareholder proposals in the new millennium: Shareholder support, board response, and market reaction," Journal of Corporate Finance, Elsevier, vol. 13(2-3), pages 368-391, June.
    2. Lars Nordén & Therese Strand, 2011. "Shareholder activism among portfolio managers: rational decisions or 15 minutes of fame?," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(3), pages 375-391, August.
    3. Ajaz Ul Islam, 2020. "Do Shareholder Activism Effect Corporate Governance and Related Party Transactions: Evidences from India?," Indian Journal of Corporate Governance, , vol. 13(2), pages 165-189, December.
    4. Helen Short & Kevin Keasey & Mike Wright & Alison Hull, 1999. "Corporate governance: from accountability to enterprise," Accounting and Business Research, Taylor & Francis Journals, vol. 29(4), pages 337-352.
    5. Guercio, Diane Del & Hawkins, Jennifer, 1999. "The motivation and impact of pension fund activism," Journal of Financial Economics, Elsevier, vol. 52(3), pages 293-340, June.
    6. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
    7. Tim C. Opler & Jonathan Sokobin, "undated". "Does Coordinated Institutional Activism Work? An Analysis of the Activities of the Council of Institutional Investors," Research in Financial Economics 9505, Ohio State University.
    8. Siti Sakinah Azizan & Rashid Ameer, 2012. "Shareholder activism in family-controlled firms in Malaysia," Managerial Auditing Journal, Emerald Group Publishing, vol. 27(8), pages 774-794, August.
    9. Denes, Matthew R. & Karpoff, Jonathan M. & McWilliams, Victoria B., 2017. "Thirty years of shareholder activism: A survey of empirical research," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 405-424.
    10. Gillan, Stuart L. & Starks, Laura T., 2000. "Corporate governance proposals and shareholder activism: the role of institutional investors," Journal of Financial Economics, Elsevier, vol. 57(2), pages 275-305, August.
    11. Stuart L. Gillan & Laura T. Starks, 2007. "The Evolution of Shareholder Activism in the United States," Journal of Applied Corporate Finance, Morgan Stanley, vol. 19(1), pages 55-73, January.
    12. Yeh, Tsung-ming, 2017. "Determinants and consequences of shareholder proposals: The cases of board election, charter amendment, and profit disposal," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 245-261.
    13. Szilagyi, P.G., 2007. "Corporate governance and the agency costs of debt and outside equity," Other publications TiSEM 9520d40a-224f-43a8-9bf9-b, Tilburg University, School of Economics and Management.

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