Unbundling the Dynamics of MV Implementation: Voluntary Versus Reluctant Adoption of MV as a Source of an Omitted-Variable Bias

85 University of Chicago Law Review Online 242, 2017

13 Pages Posted: 2 Nov 2017 Last revised: 30 Apr 2019

See all articles by Michal Barzuza

Michal Barzuza

University of Virginia School of Law

Date Written: July 10, 2017

Abstract

This essay argues that management's resistance to majority voting bylaws (MV), could have caused an omitted-variable bias in testing MV effects on votes withheld.

By resisting MV bylaws - either by attempting to exclude shareholder proposals, relying on strict votes counting rules, or refusing to implement proposals that were voted favourably - managers could have both delayed an MV, and provoked frustrated shareholders into withholding their votes in annual elections, but only as long as resistance persisted. The very reason for the reported decline in withhold votes rates following MV implementation, thus, could have merely been an eventual shift in management resistance to MV.

While this response focuses on MV bylaws, it has general implications for testing the effect of shareholder' sponsored governance changes.

Keywords: corporate governance, board, directors elections, shareholder proposals, majority voting rule, MVR, plurality voting rule, PVR, shareholder activism, stock exchanges, Institutional Shareholder Services Inc., ISS, SEC, no-action letters

JEL Classification: G34, K22

Suggested Citation

Barzuza, Michal, Unbundling the Dynamics of MV Implementation: Voluntary Versus Reluctant Adoption of MV as a Source of an Omitted-Variable Bias (July 10, 2017). 85 University of Chicago Law Review Online 242, 2017. Available at SSRN: https://ssrn.com/abstract=2999614

Michal Barzuza (Contact Author)

University of Virginia School of Law ( email )

580 Massie Road
Charlottesville, VA 22903
United States

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