Robo-voting is the practice by an investment fund of mechanically voting according to the advice of its proxy advisor in corporate elections, in effect fully delegating its voting decision to its advisor. We examine over 65 million votes cast during the period 2008-2021 by 14,582 mutual funds to describe and quantify the prevalence of robo-voting. Overall, 33 percent of mutual funds robo-voted in 2021; 22 percent with ISS, 4 percent with Glass Lewis, and 6 percent with management. The fraction of funds that robo-voted increased until around 2013 and then stabilized at the current level. Despite the sizeable number of funds that robo-voted, robo-voters controlled only about 1.5 percent of shares on average in recent corporate elections because robo-voters tend to be smaller than other funds. Overall the evidence suggests that robo-voting is more prevalent than its defenders suggest, but may exert less influence on corporate governance than its critics suspect.

The initiative and referendum were intended to curtail the power of organized interest groups, yet business groups account for more spending on ballot measures than any other group by far. Does this mean that direct democracy has become a tool for corporations to buy favorable legislation? This paper reports four types of evidence suggesting that the answer is no: (1) analysis of the content of the universe of state-level initiatives in the United States 1904-2021 shows that anti-business initiatives were more common than pro-business initiatives, both proposed and passed; (2) analysis of contribution patterns for California ballot measures 2000-2020 shows that business groups more often opposed than supported initiatives; (3) abnormal stock returns on election day show that corporate contributors earned positive abnormal returns when initiatives failed and negative abnormal returns when they passed; and (4) for all three types of evidence, business groups fared better with ballot measures proposed by legislatures. I also find similar results for unions.

This paper studies SEC no-action letter decisions that determine whether companies can exclude shareholder proposals from their proxy statements. During the period 2007–2019, the market reacted positively when the SEC permitted exclusion, suggesting that investors viewed those proposals as value-reducing on average. We also find that a company’s stock price drifted down over time while waiting for an SEC decision, suggesting that challenged proposals imposed “distraction” costs on companies. The SEC’s decisions can be predicted by regulatory rules, but are also related to a proposal’s predicted votes—more popular types of proposals were less likely to be removed. We find no robust evidence that no-action letter decisions differed when the SEC was controlled by Democrats versus Republicans.  Taken together, the evidence suggests that managers may be serving shareholder interests in opposing some proposals, and that the no-action letter process may be helping shareholders by weeding out value-reducing proposals.

This paper investigates whether labor unions use proposals opportunistically to influence contract negotiations. Our empirical strategy relies on the observation that proposals have higher bargaining-chip value in contract expiration years, when a new contract must be negotiated. We find that in contract expiration years compared with nonexpiration years, unions increase their proposal rate by one-fifth, particularly proposals concerning executive compensation. Union proposals made during expiration years are less likely to be supported by other shareholders or a leading proxy advisor; the market reacts negatively to union proposals in expiration years; and withdrawn union proposals are accompanied with higher wage settlements. 

 This paper develops a theory of shareholder decision rights over policies and directors affect firm value. The model highlights the distinction between the right to approve and the right to propose. The right to approve is weak; the right to propose is impactful but can help as well as hurt shareholders. Managers have an incentive to deter proposals from activist shareholders by adjusting corporate policy; one might conjecture that external pressure leads them to choose policies more appealing to other shareholders in order to reduce the electoral prospects of activist proposals. However, we show that when deterrence occurs, it is always by moving policy toward the position favored by the activist, even if this reduces shareholder wealth. Our analysis stresses the central role of voting uncertainty in determining the value consequences of shareholder rights and proxy access.

 This paper presents a theory of the allocation of authority in an organization in which centralization is limited by the agent’s ability to disobey the principal. We extend the concept of real authority by observing that not only does the principal have to be informed to give an order, but also that the worker must be willing to follow the order. We show that workers are given more authority when they are costly to replace or do not mind looking for another job, even if they have no better information than the principal. The allocation of authority thus depends on external market conditions as well as the information and agency problems emphasized in the literature. We explore the implications of this insight for hiring policies, managerial styles, and span of control.Toggle Content

This paper studies the announcement returns from 4,764 mergers over the last 57 years in order to shed light on several controversies concerning corporate diversification. One prominent view is that diversification destroys value because of agency problems or internal investment distortions, but we find that combined (acquirer plus target) announcement returns are significantly positive for diversifying mergers throughout the period, and no lower than the returns to related mergers. The returns from diversifying acquisitions declined after 1980, and investors rewarded mergers involving financially constrained firms before but not after 1980, consistent with the idea that the value of internal capital markets declined over time.

 This paper uses recent regulations that have required some companies to increase the number of outside directors on their boards to generate estimates of the effect of board independence on performance that are largely free from endogeneity problems. Our main finding is that the effectiveness of outside directors depends on the cost of acquiring information about the firm: when the cost of acquiring information is low, performance increases when outsiders are added to the board, and when the cost of information is high, performance worsens when outsiders are added to the board. The estimates provide some of the cleanest estimates to date that board independence matters, and the finding that board effectiveness depends on information cost supports a nascent theoretical literature emphasizing information asymmetry. We also find that firms compose their boards as if they understand that outsider effectiveness varies with information costs.

For a response to Atanasov and Black critique, now forthcoming in Management Science, see comment document below.

 Corporations use a variety of processes to allocate capital. This article studies the benefits and costs of several common budget procedures from the perspective of a model with agency and information problems. Processes that delegate aspects of the decision to the agent result in too many projects being approved, while processes in which the principal retains the right to reject projects cause the agent to strategically distort his information about project quality. We show how the choice of a decision process depends on these two costs, and specifically on severity of the agency problem, quality of information, and project risk.

This paper develops a theory of organization based on the benefits and costs of internal capital markets. A central assumption is that the transaction cost of raising external funds is greater than the cost of internal funds. The benefit of internal resource allocation is that it gives the firm a real option to avoid external capital markets (and the associated deadweight transaction costs) in more states of the world than single-business firms. The cost is that internal resource flexibility exacerbates an overinvestment agency problem.The optimal focus is determined by trading off the benefit of the option against the cost of overinvestment. In this context, we show how the relative efficiency of integration and separation depends ultimately on assignment of control rights over cash flow. Testable implications are derived for the level of divisional investment, the sensitivity of divisional investment to cash flow, and the diversification discount.

This article develops a dynamic model of a firm in which diversification can be a value-maximizing strategy even if specialization is generally efficient. The central idea is that firms are composed of organizational capabilities that can be profitable in multiple businesses and that diversification is a search process by which firms seek businesses that are good matches for their capabilities. The theory can account for diversified firms trading at discounts compared to single-segment firms, as well as some empirical regularities that are challenging to the agency theory of diversification, such as positive returns to diversification announcements.

This paper investigates the hypothesis that tough antitrust enforcement in the 1960s led firms to engage in diversification programs by preventing them from growing within their own industries. If true, diversification should have occurred more often when large firms merged than when small firms merged because small mergers were less likely to have received antitrust attention. Such a pattern is not observed in a sample of 549 acquisitions from 1968 — diversification was equally common in large and small mergers. Survey evidence shows that diversification movements occurred in other industrialized nations where there was a loose antitrust environment. Both pieces of evidence suggest that antitrust played a minor role in the diversification movement.

 This paper examines the stock market response to acquisition announcements during and immediately after the conglomerate merger wave of the late 1960s. The main finding is that acquirer shareholders benefited from diversification acquisitions, which implies that diversification was not driven by managerial objectives. It is also shown that the market responded positively to bidders who retained the management of target companies and negatively to bidders who replaced target management. This is consistent with the hypothesis that the market favored acquisitions intended to exploit managerial synergies. It suggests that the market disliked takeovers which were motivated to discipline target management. Evidence on buyer and target price-earnings ratios is presented which is inconsistent with the conjecture that conglomerates were able to mislead investors by earnings-per-share manipulation.

 This paper takes a close look at the extraordinarily high pre-merger profit rates of target companies during the conglomerate merger wave. Both publicly-traded and privately-owned targets were significantly more profitable than other firms in their industries and size classes. This implies that managerial discipline was not a predominant takeover motive during the period. However, public targets were less profitable than private targets, and the largest public targets earned only average profits. This suggests that managerial discipline may have been important for the few takeovers that involved large publicly-traded targets.