Empirical Evidence on the Effectiveness of Shareholder Democracy

This thesis is composed of two essays that study the effectiveness of shareholder democracy.

In the first essay, I analyze the firm value implications of shareholder-initiated proposals. I show that managerial resistance precludes half of shareholder-initiated proposals from reaching the ballot stage. I construct a novel dataset of excluded and withdrawn proposals from the Securities and Exchange Commission's responses to managers' exclusion requests. An examination of announcement returns to the exclusion and withdrawal decisions reveals that non-voted proposals have a value-destroying nature. Special interest investors pursuing self-serving agendas and retail investors advocating for one-size-fits-all reforms explain the harmful character of non-voted proposals. I correct for the selection bias induced by managerial resistance and show that focusing only on voted proposals overstates the shareholder proposals-driven value creation.

In the second essay, I study the impact of mutuals funds' environmental, social, and governance (ESG) preferences on portfolio firms. I construct measures of mutual funds' ESG preferences from their proxy voting guidelines in which mutual funds announce how they generally vote on the different ballot items at the shareholder meetings of their portfolio firms. I manually collect 17,000 of these voting policies for a sample of 29 of the largest U.S. mutual fund families over 2006-2018. I find that voting policies are a major predictor of funds' voting behavior. Exploiting staggered changes in funds' voting policies as an instrument, I show that investee companies adopt their mutual fund shareholders' preferred governance provisions. This adoption is the result of mutual fund shareholders' active voting. Announced voting policies also stimulate strategic proposal submissions by non-mutual fund shareholders.