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Creating Controversy in Proxy Voting Advice

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  • Andrey Malenko
  • Nadya Malenko
  • Chester S. Spatt

Abstract

We analyze the design of recommendations (available to all shareholders) and research reports (available only to subscribers) by a proxy advisor, who maximizes profits from selling information to shareholders. We show that the advisor benefits from biasing its recommendations against the a priori more likely alternative, thereby “creating controversy” for the vote. In contrast, it serves the advisor’s interest to produce precise and unbiased research reports. Our results help reinterpret empirical patterns of shareholders’ voting behavior, suggesting that proxy advisors’ recommendations may not be a suitable benchmark for evaluating shareholders’ votes. Our model also rationalizes the one-size-fits-all approach in recommendations.

Suggested Citation

  • Andrey Malenko & Nadya Malenko & Chester S. Spatt, 2021. "Creating Controversy in Proxy Voting Advice," NBER Working Papers 29036, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:29036
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    Cited by:

    1. 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.
    2. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Adam Meirowitz & Shaoting Pi & Dimitrios Xefteris, 2023. "Public Information as a Source of Disagreement Among Shareholders," PSE Working Papers halshs-04075483, HAL.
    3. Efrat Dressler & Yevgeny Mugerman, 2023. "Doing the Right Thing? The Voting Power Effect and Institutional Shareholder Voting," Journal of Business Ethics, Springer, vol. 183(4), pages 1089-1112, April.
    4. Shu, Chong, 2024. "The proxy advisory industry: Influencing and being influenced," Journal of Financial Economics, Elsevier, vol. 154(C).

    More about this item

    JEL classification:

    • D72 - Microeconomics - - Analysis of Collective Decision-Making - - - Political Processes: Rent-seeking, Lobbying, Elections, Legislatures, and Voting Behavior
    • D82 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Asymmetric and Private Information; Mechanism Design
    • D83 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Search; Learning; Information and Knowledge; Communication; Belief; Unawareness
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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