For the last forty years, the problem of agency costs has dominated the study of corporate
law and governance. 1 Agency costs result from the separation of control and ownership that …

Purpose The purpose of this paper is to present a literature review of research on board
size, structure, and independence. The paper also reviews research on director voting, and …

Congress and activists recently proposed giving shareholders a say (vote) on executive pay.
We find that when the House passed the Say-on-Pay Bill, the market reaction was …

FACT AND FICTION IN CORPORATE LAW AND GOVERNANCE Page 1 FACT AND
FICTION IN CORPORATE LAW AND GOVERNANCE Michael Klausner* INTRODUCTION.....................................................................................................1325 …

Directors have traditionally been elected by a plurality of the votes cast. This means that in
uncontested elections, a candidate who receives even a single vote is elected. Proponents …

We examine the determinants and consequences of voting outcomes in uncontested
director elections. Exploiting a unique hand-collected data set of the rationale behind proxy …

We investigate the effect of expressive shareholder dissent voting, in which shareholders
use their votes symbolically to express their discontent with management, on subsequent …

Over the last few decades the composition of US public firms' boards of directors has
transformed dramatically. Boardrooms predominantly controlled by company employees …

We examine the effect of a change in the director election system—the switch from a plurality
voting standard to a more stringent standard known as majority voting (MV). Using a …

Using proposal‐level data in China, we document that online voting significantly increases
minority shareholders' participation in voting, and online voting is related to more dissenting …