Shareholder Proposals in the New Millennium: Shareholder Support, Board Response, and Market Reaction
James F. Cotter
Wake Forest University Calloway School
Randall S. Thomas
Vanderbilt University - Law School; European Corporate Governance Institute (ECGI)
Journal of Corporate Finance, Forthcoming
Vanderbilt Law and Economics Research Paper No. 05-30
Although the owners of publicly traded companies have had the right to offer shareholder proposals using Rule 14a-8 for several decades, the effectiveness of the rule has been frequently questioned because few of these proposals received substantial support from other shareholders and even fewer have been implemented by boards. Using new data from the 2002-2004 proxy seasons, we analyze shareholder voting patterns on these proposals, board reactions to them, and market responses. We find some big changes from earlier periods: many more proposals are receiving majority shareholder support during our sample period relative to earlier studies, and this support has translated into directors implementing more of the actions called for by shareholders. In particular, boards are increasingly willing to remove important anti-takeover defenses, such as the classified board and poison pill, in response to shareholders' requests, something rarely seen in the past. Despite the increase in support for shareholder proposals and board action in response, we find small and insignificant stock market reaction. We conclude that shareholder proposals under Rule 14a-8 have an emerging role in reducing agency costs by increasing director responsiveness to shareholder concerns to open the market more fully to corporate control.
Number of Pages in PDF File: 33
Keywords: shareholder, corporate governance, investors, market performanceAccepted Paper Series
Date posted: December 13, 2005 ; Last revised: May 28, 2009
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