Shareholders

Do Shareholders Vote Strategically? Voting Behavior, Proposal Screening, and Majority Rules

The Rise and Fall (?) of Shareholder Activism by Hedge Funds

Shareholder activism by hedge funds has over the past few years become a major corporate governance phenomenon. This paper puts the trend into context....

Management Insulation and Bank Failures

How does management insulation from shareholder pressure influence banks’ resilience to crises? To address this question, we develop a...

The Basic Governance Structure: The Interests of Shareholders as a Class

This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John...

Busy Directors: Strategic Interaction and Monitoring Synergies

We derive conditions for when having a "busy" director on the board is harmful to shareholders and when it is beneficial. Our model allows directors to...

Shareholder activism in Germany

Shareholder activism by hedge funds has taken hold in Germany in spite of large ownership concentration. This essay uses the example of Stada...

Free-Riders and Underdogs: Participation in Corporate Voting

Voting outcomes can differ from underlying preferences due to strategic selection into voting. One explanation for such selection effects is lower...

For Whom is the Corporation Managed in 2020?: The Debate over Corporate Purpose

A high profile public debate is taking place over one of the oldest questions in corporate law, namely, “For whom is the corporation managed?” In...

Corporations, Directors’ Duties and the Public/Private Divide

Business history and theory reflect a tension between public and private conceptions of the corporation. This tension and conceptual ambiguity lay...

The Choice Between Various Freeze-out Procedures and its Consequences

We develop a model of freeze-out merger and tender offers and test it in an economy where merger and tender regulation are extremely different. Using a...

Corporate Purpose and Corporate Competition

The large American corporation faces ever-rising pressure to pursue a purpose beyond shareholder profit. This rising pressure interacts with changes...

The One Share - One Vote Debate: A Theoretical Perspective

The impact of separating cash flow and votes depends on the ownership structure. In widely held firms, one share - one vote is in general not optimal. While...