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NATIONAL BUREAU OF ECONOMIC RESEARCH

NBER Publications by Roberta Romano

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Working Papers and Chapters

October 2009Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation
with Martijn Cremers: w15449
This paper examines the impact on shareholder voting of the mutual fund voting disclosure regulation adopted by the SEC in 2003, using a paired sample of management proposals on executive equity incentive compensation plans submitted before and after the rule change. While voting support for management has decreased over time, we find no evidence that mutual funds’ support for management declined after the rule change, as expected by advocates of disclosure. In fact, we find evidence of increased support for management by mutual funds after the change. There is some evidence that firms sponsoring such proposals both before and after the rule change differ from those sponsoring a proposal only before the change. For example, firms are more likely to sponsor a proposal both before and after ...

Published: I nstitutional I nv e stors a n d Pro x y Voti n g on Compens a tion Plans: The I m p a c t of the 2003 Mutual Fund Voting Disclosure Regulation ( with Martijn Cremers), 13 American Law and Economics Review 220 ( 2011)

August 2002Does Confidential Proxy Voting Matter?
w9126
Confidential voting in corporate proxies is a principal recommendation in activist institutional investors' guidelines for corporate governance reforms. This paper examines the impact of the adoption of confidential voting on proposal outcomes through a panel data set of shareholder and management proposals submitted from 1986-98 to 130 firms that adopted confidential voting in those years. Institutional investors promoting confidential voting maintain that private sector institutions have conflicts of interest that prevent them from voting against management even though to do so would maximize the value of their shares; they contend that anonymous ballots will enable such investors to vote their true interest, and thereby anticipate reduced support for management proposals and increased s...

Published: Romano, Roberta. "Does Confidential Proxy Voting Matter?" The Journal of Legal Studies, vol. 32 (June 2003).

Contact and additional information for this authorAll NBER papers and publicationsNBER Working Papers only

 
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