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Can Strong Corporate Governance Selectively Mitigate the Negative Influence of “Special Interest” Shareholder Activists? Evidence from the Labor Market for Directors

  • Diane Del Guercio and Tracie Woidtke

Abstract

Union and public pension funds, the most prolific institutional activists employing low-cost targeting methods, are often accused of pursuing private benefits. Extant literature finds that unions representing workers, as stakeholders, are not aligned with shareholders. Limiting shareholder power may mitigate “special interest” activism but can also exacerbate managerial agency problems. In two different settings, majority approved and withdrawn shareholder proposals, we examine and find supportive evidence that the director labor market as a corporate governance mechanism can selectively mitigate the negative influence that conflicted stakeholder-shareholder union funds have over firms without stifling all influence of low-cost activists.

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Corresponding author

*Del Guercio, dianedg@uoregon.edu, University of Oregon Lundquist College of Business and ECGI; Woidtke (corresponding author), twoidtke@utk.edu, University of Tennessee Haslam College of Business.

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We thank Fabrizio Ferri (the referee) and Jarrad Harford (the editor) for helpful comments that greatly improved the paper. We also thank Henrik Cronqvist, Larry Dann, Nickolay Gantchev, Torsten Jochem, Martin Schmalz, Matthew Serfling, Hai Tran, and audience members at Georgia State University, Hong Kong University of Science and Technology, Nanyang Technological University, National University of Singapore, Singapore Management University, U.S. Securities and Exchange Commission, the University of Illinois Chicago, the University of Melbourne, the University of New South Wales, the University of Queensland, the University of Oregon brown bag, the University of Tennessee brown bag, the early research session at Drexel University’s 2011 Academic Conference on Corporate Governance, the 2012 FMA meetings, the 2012 Conference on Financial Economics and Accounting, the 2014 WFA meetings, and the 2015 Ackerman Corporate Governance Conference for helpful comments, some on an earlier version of this paper. Woidtke acknowledges support as a Kinney Family Research Fellow, a Duggan Faculty Research Fellow, and a Newcomer Research Scholar. Del Guercio acknowledges support from the Cameron Center for Finance and Securities Analysis at the University of Oregon. We also benefited from the excellent research assistance of Andrea Anthony, Brian Blank, Sean Chen, Karen Craig, Steve Liu, Heejin Park, Jae Park, and Hai Tran.

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References

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Agrawal, A.Corporate Governance Objectives of Labor Union Shareholders: Evidence from Proxy Voting.” Review of Financial Studies, 25 (2012), 187226.
Anabtawi, I., and Stout, L.. “Fiduciary Duties for Activist Shareholders.” Stanford Law Review, 60 (2008), 12551308.
Atanassov, J., and Kim, E. H.. “Labor and Corporate Governance: International Evidence from Restructuring Decisions.” Journal of Finance, 64 (2009), 341374.
Bach, L., and Metzger, D.. “Do Shareholder Proposals Create Value?” Working Paper, Stockholm School of Economics (2017).
Bach, L., and Metzger, D.. “How Close are Close Shareholder Votes?” Review of Financial Studies, forthcoming (2019).
Bainbridge, S.The Case for Limited Shareholder Voting Rights.” UCLA Law Review, 53 (2006), 601636.
Bauer, R.; Moers, F.; and Viehs, M.. “Who Withdraws Shareholder Proposals and Does It Matter? An Analysis of Sponsor Identity and Pay Practices.” Corporate Governance: An International Review, 23 (2015), 472488.
Bereskin, F. L., and Smith, C. W. Jr. “Mechanisms of Board Turnover: Evidence from Backdating.” Journal of Applied Corporate Finance, 26 (2014), 6578.
Bertrand, M., and Mullainathan, S.. “Enjoying the Quiet Life? Corporate Governance and Managerial Preferences.” Journal of Political Economy, 111 (2003), 10431075.
Brav, A.; Jiang, W.; and Kim, H.. “The Real Effects of Hedge Fund Activism.” Review of Financial Studies, 28 (2015), 27232769.
Cai, J., and Walkling, R. A.. “Shareholders’ Say on Pay: Does It Create Value?Journal of Financial and Quantitative Analysis, 46 (2011), 299339.
Chen, H.; Kacperczyk, M.; and Ortiz-Molina, H.. “Do Non-Financial Stakeholders Affect the Pricing of Risky Debt? Evidence from Unionized Workers.” Review of Finance, 16 (2012), 347383.
Chen, K. D., and Guay, W.. “Busy Directors and Shareholder Satisfaction.” Working Paper, University of Pennsylvania (2018).
Cohn, J. B.; Gillan, S. L.; and Hartzell, J. C.. “On Enhancing Shareholder Control: A (Dodd-) Frank Assessment of Proxy Access.” Journal of Finance, 71 (2016), 16231668.
Coles, J., and Hoi, C.. “New Evidence on the Market for Directors: Board Membership and Pennsylvania Senate Bill 1310.” Journal of Finance, 58 (2003), 197230.
Cronqvist, H.; Heyman, F.; Nilsson, M.; Svaleryd, H.; and Vlachos, J.. “Do Entrenched Managers Pay Their Workers More?Journal of Finance, 64 (2009), 309339.
Cuñat, V.; Gine, M.; and Guadalupe, M.. “The Vote Is Cast: The Effect of Corporate Governance on Shareholder Value.” Journal of Finance, 67 (2012), 19431977.
Del Guercio, D.; Seery, L.; and Woidtke, T.. “Do Boards Pay Attention When Institutional Investor Activists Just Vote No?Journal of Financial Economics, 90 (2008), 84103.
Denes, M. R.; Karpoff, J. M.; and McWilliams, V. B.. “Thirty Years of Shareholder Activism: A Survey of Empirical Research.” Journal of Corporate Finance, 44 (2017), 405424.
Dou, Y.Leaving before Bad Times: Does the Labor Market Penalize Pre-Emptive Director Resignations?Journal of Accounting and Economics, 63 (2017), 161178.
Dyck, A., and Zingales, L.. “The Corporate Governance Role of the Media.” In The Right to Tell: The Role of the Media in Development, Islam, R., ed. Washington, DC: The World Bank (2002), 107140.
Ertimur, Y.; Ferri, F.; and Muslu, V.. “Shareholder Activism and CEO Pay.” Review of Financial Studies, 24 (2011), 535592.
Ertimur, Y.; Ferri, F.; and Stubben, S.. “Board of Director Responsiveness to Shareholders: Evidence from Shareholder Proposals.” Journal of Corporate Finance, 16 (2010), 5372.
Faleye, O.; Mehrotra, V.; and Morck, R.. “When Labor Has a Voice in Corporate Governance.” Journal of Financial and Quantitative Analysis, 41 (2006), 489510.
Faleye, O., and Trahan, E. A.. “Labor-Friendly Corporate Practices: Is What Is Good for Employees Good for Shareholders?Journal of Business Ethics, 101 (2011), 127.
Fama, E.Agency Problems and the Theory of the Firm.” Journal of Political Economy, 88 (1980), 288307.
Fama, E., and Jensen, M.. “Separation of Ownership and Control.” Journal of Law and Economics, 26 (1983), 301325.
Ferri, F.Low-Cost Shareholder Activism: A Review of the Evidence.” In Research Handbook on the Economics of Corporate Law, Hill, C. and McDonnell, B., eds. Northampton, MA: Elgar Publishers (2012), 192215.
Ferri, F., and Göx, R. F.. “Executive Compensation, Corporate Governance, and Say on Pay.” Foundations and Trends in Accounting, 12 (2018), 1103.
Ferri, F., and Sandino, T.. “The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing.” Accounting Review, 84 (2009), 433466.
Fich, E. M., and Shivdasani, A.. “Financial Fraud, Director Reputation, and Shareholder Wealth.” Journal of Financial Economics, 86 (2007), 306336.
Fos, V., and Tsoutsoura, M.. “Shareholder Democracy in Play: Career Consequences of Proxy Contests.” Journal of Financial Economics, 114 (2014), 316340.
Gerety, M., and Lehn, K.. “The Causes and Consequences of Accounting Fraud.” Managerial and Decision Economics, 18 (1997), 587599.
Grundfest, J. A.Just Vote No: A Minimalist Strategy for Dealing with Barbarians Inside the Gates.” Stanford Law Review, 45 (1993), 857937.
Grundfest, J. A.The SEC‘s Proposed Proxy Access Rules: Politics, Economics, and the Law.” Business Lawyer, 65 (2010), 361394.
Harford, J.Takeover Bids and Target Directors Incentives: The Impact of a Bid on Directors Wealth and Board Seats.” Journal of Financial Economics, 69 (2003), 5183.
Huang, Q.; Jiang, F.; Lie, E.; and Que, T.. “The Effect of Labor Unions on CEO Compensation.” Journal of Financial and Quantitative Analysis, 52 (2017), 553582.
Iliev, P., and Lowry, M.. “Are Mutual Funds Active Voters?Review of Financial Studies, 28 (2015), 446485.
Jacoby, S.Finance and Labor: Perspectives on Risk, Inequality, and Democracy.” Comparative Labor Law & Policy Journal, 30 (2008), 1766.
John, K.; Litov, L.; and Yeung, B.. “Corporate Governance and Risk-Taking.” Journal of Finance, 63 (2008), 16791728.
Kind, A., and Poltera, M.. “Shareholder Proposals as Governance Mechanism: Insights from the Market Value of Corporate Voting Rights.” Working Paper, University of Konstanz (2017).
Lee, D., and Mas, A.. “Long-Run Impacts of Unions on Firms: New Evidence from Financial Markets, 1961–1999.” Quarterly Journal of Economics, 127 (2012), 333378.
Lin, C.; Schmid, T.; and Xuan, Y.. “Employee Representation and Financial Leverage.” Journal of Financial Economics, 127 (2018), 303324.
Matsusaka, J. G., and Ozbas, O.. “A Theory of Shareholder Approval and Proposal Rights.” Journal of Law, Economics, and Organization, 33 (2017), 377411.
Matsusaka, J. G.; Ozbas, O.; and Yi, I.. “Opportunistic Proposals by Union Shareholders.” Review of Financial Studies, forthcoming (2019).
Morgan, A.; Poulsen, A.; Wolf, J.; and Yang, T.. “Mutual Funds as Monitors: Evidence from Mutual Fund Voting.” Journal of Corporate Finance, 17 (2011), 914928.
Renneboog, L., and Szilagyi, P. G.. “The Role of Shareholder Proposals in Corporate Governance.” Journal of Corporate Finance, 17 (2011), 167188.
Schwab, S. J., and Thomas, R. S.. “Realigning Corporate Governance: Shareholder Activism by Labor Unions.” Michigan Law Review, 96 (1998), 10181094.
Soltes, E.; Srinivasan, S.; and Vijayaraghavan, R.. “What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management.” Working Paper, Harvard Business School (2017).
Srinivasan, S.Consequences of Financial Reporting Failure for Outside Directors: Evidence from Accounting Restatements and Audit Committee Members.” Journal of Accounting Research, 43 (2005), 291334.
Wang, Y., and Mao, C. X.. “Shareholder Activism of Public Pension Funds: The Political Facet.” Journal of Banking & Finance, 60 (2015), 138152.
Woidtke, T.Agents Watching Agents? Evidence from Pension Fund Ownership and Firm Value.” Journal of Financial Economics, 63 (2002), 99131.
Woidtke, T.“Public Pension Fund Activism and Firm Value: An Empirical Analysis.” Legal Policy Report, Manhattan Institute (2015).
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