Yale Law School
P.O. Box 208215
New Haven, CT 06520-8215
NBER Program Affiliations:
NBER Affiliation: Research Associate
NBER Working Papers and Publications
|July 2015||The Private Ordering Solution to Multiforum Shareholder Litigation|
with Sarath Sanga: w21362
This paper analyzes a private ordering solution to multiforum shareholder litigation: exclusive forum provisions in corporate charters and bylaws. We examine what drives the growth in these provisions and whether, as some critics contend, their adoption reflects managerial opportunism.
We find that nearly all new Delaware corporations adopt the provision at the IPO stage, and that the transition from zero to near-universal IPO adoption over 2007-14 is driven by law firms. Characteristics of individual companies appear to play little or no role in adoption decisions. Instead, the pattern of adoption follows what can be described as a light switch model, in which law firms suddenly switch from never adopting to always adopting the provision in the IPOs they advise.
For midstream adoption...
|October 2009||Institutional 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 2002||Does Confidential Proxy Voting Matter?|
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).