SHAREHOLDERS & CORPORATE CONTROL
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1 SHAREHOLDERS & CORPORATE CONTROL DATA SPOTLIGHT David F. Larcker and Brian Tayan Corporate Governance Research Initiative Stanford Graduate School of Business
2 SHAREHOLDER PROPOSALS Shareholders are active sponsors of proxy proposals. Sample includes Fortune 250 Companies. Decrease in shareholder resolutions in 2011 due in part to Dodd-Frank requirement for say on pay. Source: Proxy Monitor (Fall 2017).
3 SHAREHOLDER PROPOSALS Individual investors, social investment funds, and unions are the most active sponsors of shareholder proposals. Sample includes Fortune 250 Companies, Source: Proxy Monitor (Spring 2017).
4 UNION-SPONSORED PROPOSALS Unions are more likely to sponsor proposals relating to executive compensation and director elections. Sample includes 5,732 shareholder proposals submitted between Source: Matsusaka, Ozbas, and Yi (2017).
5 PROPOSALS SPONSORED BY INDIVIDUAL INVESTORS Individual investors sponsor a broad array of proposals across topic areas... Sample includes all individual shareholder proposals, Fortune 500 companies, Source: FactSet Research.
6 PROPOSALS SPONSORED BY INDIVIDUAL INVESTORS These proposals generally do not receive majority support. Sample includes all individual shareholder proposals, Fortune 500 companies, Source: FactSet Research.
7 PROXY ADVISORY FIRMS Proxy advisory firms influence the voting outcomes of director elections. Average investor support for a proposal when proxy advisory firm is for or against the proposal. Based on the voting records of 713 institutional investors in Source: Copland (2018).
8 PROXY ADVISORY FIRMS They also have significant influence over compensation-related proposals. Average investor support for a proposal when proxy advisory firm is for or against the proposal. Based on the voting records of 713 institutional investors in Source: Copland (2018).
9 HEDGE FUND ACTIVISM Hedge funds are active in waging campaigns against corporations. Sample includes 2,063 hedge fund activist event between Source: Bebchuk, Brav, Jiang, and Keusch (2017).
10 HEDGE FUND ACTIVISM Hedge funds usually seek director or CEO turnover in settling with companies. Sample includes 250 settlement agreements with activist hedge funds between Source: Bebchuk, Brav, Jiang, and Keusch (2017).
11 MERGERS & ACQUISITIONS The U.S. has an active market for mergers and acquisitions, based on the number and size of transactions. Number and value of mergers and acquisitions in North America, Source: Institute for Mergers, Acquisitions, and Alliances
12 PROXY CONTESTS Some companies face pressure from activists attempting to take control of the board through a proxy contests. Percent Dissident Win is calculated as the number of dissident wins, splits, and settlements as a percentage of total. Source: SharkRepellent.
13 ANTITAKEOVER PROTECTIONS Companies use a variety of methods to protect themselves from hostile takeovers. Sample includes S&P 500 companies, 2017 Source: SharkRepellent.
14 ANTITAKEOVER PROTECTIONS The number of staggered (or classified) boards has declined over time, particularly among large companies. Sample includes S&P 1500 companies, Source: SharkRepellent.
15 ANTITAKEOVER PROTECTIONS Companies also are less likely to have poison pills in place, although most charters allow for a new pill to be adopted at the board s discretion. Sample includes S&P 1500 companies, Source: SharkRepellent.
16 TAKEOVER PREMIUMS Shareholders are generally rewarded for a successful deal with a large takeover premium. Source: Eckbo (2009).
17 GOLDEN PARACHUTES CEOs are also rewarded for a successful deal with a large payout ( golden parachute ). Sample includes between 1463 and 1897 firms, Not all years reported. Source: Bebchuk, Cohen, and Wang (2014)
18 BIBLIOGRAPHY Lucian A. Bebchuk, Alma Cohen, and Charles C.Y. Wang. Golden Parachutes and the Wealth of Shareholders. Journal of Corporate Finance Lucian A. Bebchuk, Alon Brav, and Wei Jiang, and Thomas Keusch. Dancing with Activists. Social Science Research Network James R. Copland, with David F. Larcker and Brian Tayan. Proxy Advisory Firms: Empirical Evidence and the Case for Reform. The Manhattan Institute. May James R. Copland and Margaret M. O Keefe. Proxy Season Preview: Shareholder Activism en Marche. Proxy Monitor. Spring James R. Copland and Margaret M. O Keefe. Proxy Monitor 2017: Season Review. Proxy Monitor. Fall B. Espen Eckbo, Bidding Strategies and Takeover Premiums: A Review, Journal of Corporate Finance FactSet Research. Institute for Mergers, Acquisitions, and Alliances. John G. Matsusaka, Oguzhan Ozbas, and Irene Yi. Opportunistic Proposals by Union Shareholders. Social Science Research Network SharkRepellent, FactSet Research Systems.
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