Shareholder Activism Through Proxy Proposals: The European Perspective

40 Pages Posted: 26 Oct 2010

See all articles by Peter Cziraki

Peter Cziraki

University of Toronto - Department of Economics; Tilburg Law and Economics Center (TILEC)

Luc Renneboog

Tilburg University - Department of Finance; European Corporate Governance Institute (ECGI); Tilburg Law and Economics Center (TILEC)

Peter G. Szilagyi

Central European University

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Abstract

This paper is the first to investigate the corporate governance role of shareholder-initiated proxy proposals in European firms. Proposal submissions in Europe remain infrequent compared to the USA, especially in Continental Europe. In the UK proposals typically relate to a proxy contest seeking board changes, while in Continental Europe they are more focused on specific governance issues. There is some evidence that proposal sponsors are valuable monitors, because the target firms tend to underperform and have low leverage. Sponsors also consider the ownership structure of the firm, because proposal probability increases in the target's ownership concentration and the equity stake of institutional investors. While proposals enjoy limited voting success across Europe, they are relatively more successful in the UK. The outcomes are strongest for proposals targeting the board but are also affected by the target characteristics including the CEO's pay-performance sensitivity. Proposals are met with a significant negative abnormal return of −1.23%, when they are voted upon at general meetings. The low voting support gathered by proposals and the strongly adverse market reaction suggest that shareholders of European companies use proposals as an emergency brake rather than a steering wheel.

Suggested Citation

Cziraki, Peter and Renneboog, Luc and Szilagyi, Peter G., Shareholder Activism Through Proxy Proposals: The European Perspective. European Financial Management, Vol. 16, Issue 5, pp. 738-777, November 2010, Available at SSRN: https://ssrn.com/abstract=1697812 or http://dx.doi.org/10.1111/j.1468-036X.2010.00559.x

Peter Cziraki (Contact Author)

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Tilburg University - Department of Finance ( email )

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Peter G. Szilagyi

Central European University ( email )

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