Shareholder Voting and Corporate Governance

42 Pages Posted: 15 Dec 2009 Last revised: 18 Mar 2010

See all articles by David Yermack

David Yermack

New York University (NYU) - Stern School of Business

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Date Written: March 17, 2010

Abstract

This article reviews recent research into corporate voting and elections. Regulatory reforms have given shareholders more voting power in the election of directors and in executive compensation issues. Shareholders use voting as a channel of communication with boards of directors, and protest voting can lead to significant changes in corporate governance and strategy. Some investors have embraced innovative “empty voting” strategies for decoupling voting rights from cash flow rights, enabling them to mount aggressive programs of shareholder activism. Market-based methods have been used by researchers to establish the value of voting rights and show how this value can vary in different settings.

Keywords: Empty voting, broker voting, say on pay, shareholder activism

Suggested Citation

Yermack, David, Shareholder Voting and Corporate Governance (March 17, 2010). Available at SSRN: https://ssrn.com/abstract=1523562 or http://dx.doi.org/10.2139/ssrn.1523562

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