Are Shareholder Proposals an Important Corporate Governance Device? Evidence from US and UK Shareholder Proposals

73 Pages Posted: 18 Mar 2010 Last revised: 3 Oct 2015

See all articles by Bonnie Buchanan

Bonnie Buchanan

Surrey Business School, University of Surrey

Jeffry M. Netter

Department of Finance; University of Georgia Law School

Tina Yang

University of South Florida

Multiple version iconThere are 2 versions of this paper

Date Written: March 2, 2010

Abstract

In the past decade, as a result of many interrelated changes in the economic environment, the role and the pressures on the corporate governance of firms have been significantly transformed in the US and the UK. To test the magnitude of this changed environment, we study one aspect of corporate governance, historically viewed as not very important, proposals by small investors. We construct comprehensive samples of US and UK shareholder proposals for the period 2000-2006 and examine where shareholder proposals occur, and the relationship between shareholder proposals and firm performance. We suggest shareholder proposals, which originate outside the internal firm governance, provide a “natural experiment” on the impact of shareholder actions on firms. The more recent data and the comparison of US and UK proposals allow us to update earlier research from earlier periods. We find that, despite perceived negligible power to force change, US shareholder proposals are associated with more significant firm changes than UK proposals, although the UK proposals have greater legal power to effect changes. US shareholder proposals are followed by significant changes in CEO turnover, board structure and long-term stock price performance, unlike what researchers found in pre 2000 data. We suggest that our results complement other studies showing that shareholder influence has increased in recent years, especially in the US.

Keywords: Shareholder proposal, shareholder activism, proxy voting, proxy reform, corporate governance

JEL Classification: G32, G34, K22

Suggested Citation

Buchanan, Bonnie and Netter, Jeffry M. and Yang, Tina, Are Shareholder Proposals an Important Corporate Governance Device? Evidence from US and UK Shareholder Proposals (March 2, 2010). Available at SSRN: https://ssrn.com/abstract=1572016 or http://dx.doi.org/10.2139/ssrn.1572016

Bonnie Buchanan

Surrey Business School, University of Surrey ( email )

Guildford
Guildford, Surrey GU2 5XH
United Kingdom

Jeffry M. Netter

Department of Finance ( email )

Terry College of Business
Athens, GA 30602-6253
United States
706-542-4450 (Phone)

HOME PAGE: http://www.terry.uga.edu/directory/profile/jnetter/

University of Georgia Law School

225 Herty Drive
Athens, GA 30602
United States

Tina Yang (Contact Author)

University of South Florida ( email )

140 7th Ave S
St. Petersburg, FL 33701
United States
7278734568 (Phone)

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