Proxy advisors, private firms that help institutional investors decide how to vote their
shares, play an extremely powerful role in shaping corporate governance. However,
investors and policymakers are concerned about undesirable features of the industry,
especially potential conflicts of interest.
In this paper, I model how conflicts of interest may arise when a proxy advisor provides services to both investors and corporate issuers on the same governance issues. I then study how increased competition can alleviate these conflicts. Using a unique dataset on voting recommendations, I show that the entry of a new advisory firm reduces favorable recommendations for management proposals by the incumbent advisor, which is consistent with our theory as the incumbent is subject to conflicts of interest by serving both investors and corporations. These results shed light on the policy debate on whether and how to regulate the proxy advisory industry.
This paper studies mutual fund voting in proxy contests using a comprehensive sample of voting records over the period 2008 - 2015, taking into account selective targeting by activists. We find that firm, fund, and event characteristics generate...Read more
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We analyze how risk sharing between a firm’s employees and owners depends on its competitors’ response to industry-wide shocks. Focusing on the electricity industry, we obtain a sample of firms with exposure to similar industry risks but...Read more