Shareholder activism through proxy proposals

The European perspective

P. Cziraki, L.D.R. Renneboog, P.G. Szilagyi

Research output: Contribution to journalArticleScientificpeer-review

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.
Original languageEnglish
Pages (from-to)738-777
JournalEuropean Financial Management
Volume16
Issue number5
Publication statusPublished - 2010

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Shareholder activism
Sponsor
Shareholders
Voting
Ownership concentration
Equity
Pay-performance sensitivity
Governance
Corporate governance
Institutional investors
Market reaction
European firms
Ownership structure
Emergency
Abnormal returns
Targeting
Leverage
Proxy contest
European companies
CEO pay

Cite this

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title = "Shareholder activism through proxy proposals: The European perspective",
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.",
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Shareholder activism through proxy proposals : The European perspective. / Cziraki, P.; Renneboog, L.D.R.; Szilagyi, P.G.

In: European Financial Management, Vol. 16, No. 5, 2010, p. 738-777.

Research output: Contribution to journalArticleScientificpeer-review

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AB - 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.

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