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The editor's annotated list of articles on corporate governance or related subjects. We welcome additional submissions and suggestions.

 

[A] [B] [C] [D] [E] [F] [G] [H] [I] [J] [K] [L] [M]
[N] [O] [P] [Q] [R] [S] [T] [U] [V] [W] [X] [Y] [Z]

 

G

Gilson, Ronald J. law.faculty.affairs@forsy the.stanford.edu Corporate Governance and Economic Efficiency: When do Institutions Matter?, Working Paper 121, John M. Olin Program in Law and Economics, Stanford Law School, July 1995. Examines the link between corporate governance and economic efficiency through two lenses that highlight the role of national institutions: path dependency and industrial organization." Addresses issues of firm-specific human capital investments and the possible benefits of board membership for labor in order to reduce information asymmetry in negotiations over changes due to technological change.

Goforth, Carol Proxy Reform as a Means of Increasing Shareholder Participation in Corporate Governance: Too Little, But Not Too Late, The American University Law Review, Vol 43 (1994): 379-465. Reviews the October 22, 1992 SEC proxy rule changes and recommends several further changes to strengthen the role of shareholders.

Golembiewski, Robert T. By Whose Warrant? Multiple Contexts for Ownership and Control, Society, March/April 1995, pp. 21-26. Identifies eight ownership models. Argues that Weidenbaum's prescriptions relate to control from the top. Argues a need to emphasize models that recognize a firms most valuable assets are its knowledge workers and the information flowing between them.

Gordon, Jeffrey N. Institutions as Relational Investors: A New Look at Cumulative Voting, Columbia Law Review, 94 (1994): 124-181. Argues that cumulative voting is an important reform which institutional investors should seek in order to enhance their ability to monitor management and create independent boards.

Gordon, Lilli A. and John Pound, Active Investing in the U.S. Equity Market: Past Performance and Future Prospects, paper prepared for CalPERS in 1993. Reviews the possible benefits and risks of participating in investment partnerships which emphasize active monitoring of corporate governance and intervention to improve performance.

 

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H

Haleblian, J. & S. Finkelstein, (1993, August). Top Management Team Size, CEO Dominance, and Firm Performance: The Moderating Roles of Environmental Turbulence and Discretion, Academy of Management Journal, Vol. 36, No. 4, P. 844-863. Adopting an information-processing perspective and drawing on work in social psychology, this study examined the effects of top management team size and CEO dominance on firm performance in different environments. Data from 47 organizations revealed that firms with large teams performed better and firms with dominant CEO's performed worse in a turbulent environment than in a stable one. In addition, the association between team size and CEO dominance, and firm performance, is significant in an environment that allows top managers high discretion in making strategic choices but is not significant in a low-discretion environment.

Harvard Business Review, Redraw the Line Between the Board and the CEO, March-April 1995, pp. 153-165. Five corporate leaders express their views on the changing relationship between the board and the CEO.

Hawley, James P. jhawley@stmarys-ca.edu, Comparative Corporate governance: Explaining Changing Patterns in the Ownership, Control and the Governance of Large Corporations in France and Germany, with a Note on the U.K., preliminary draft presented at Pacific Sociological Association in Seattle, 3/22/96. Reports that traditional management practices in France are changing quickly with recent privatization moves. With less legal constraints than in the U.S., shareholders and financial institutions are achieving notable successes in replacing management and/or changing governance practices. The French seem more likely to raise social and ethical issues as well as financial issues. The Vienot Report recommended modest reforms such a as strengthening independent directors, creation of audit, renumeration and appointment subcommittees and reductions in cross shareholding. In Germany, Hawley notes the stock market total capitalization as a percent of GDP is extremely low; unlisted companies, self-financing and bank credit play more important roles than in the U.S. Observers have recently noted a failure of oversight and monitoring. International equity flows, both in and out of Germany, are undermining the traditional system. Hawley concludes with a list of corporate governance issues and reports that standardization of EU member laws is unlikely to come soon. However, globalization is forcing re-evaluation of corporate governance structures in these and other countries as well as bringing some convergence.

Hawley, James P.jhawley@stmarys-ca.edu and Andrew T. Williams awilliam@stmarys-ca.edu Corporate Governance in the United States: The Rise of Fiduciary Capitalism a Review of the Literature, prepared for the Organization for Economic Cooperation and Development, 1/31/96. Hawley and Williams provide a compact but excellent review of the literature covering the history of ownership and control, theoretical models such as finance and political, the link between corporate governance and corporate performance, monitoring by fiduciaries, and a fine summary of various policy reform proposals.

The author's summarize the major threads and conclude with some interesting questions which warrant thoughtful consideration as policy reforms move forward. "Can agents watch agents?" "What are the implications of universal ownership?" "What does it mean to maximize shareholder wealth?" Hawley and Williams remind us that John Kenneth Galbraith characterized the US economy as balancing the "countervailing powers" of big labor, big business and big government. Soon, it appears, only big business will remain of the big three. Laying off workers and lobbying to reduce regulatory burdens are, perfectly in line with the finance view of corporate governance and with the fiduciary duty of profit maximization. The fundamental question is "whether public goods such as the environment, education, and health care, as well as other broader social issue will be treated differently in an economy dominated by universal owners." "In what ways are the traditional American principles of checks and balances going to apply in an age of fiduciary capitalism."

Hawley, James P. jhawley@stmarys-ca.edu, and Andrew T. Williams awilliam@stmarys-ca.edu No Exit: Westinghouse and Institutional Investor Activism, 1991-1995 Traces the actions of US institutional investors as they targeted Westinghouse. Westinghouse was the last public case before SEC regulations were eased to permit freer communications. The authors conclude that while Westinghouse is no longer a "managed" firm, neither is it a "governed corporation" in the sense used by John Pound of ongoing monitoring by owners. "Fiduciary activists have neither developed the ability, resources nor the inclination to be consistently active (albeit informal) monitors." "In the absence of either increased coordination to facilitate on-going monitoring and/or the slimming of institutional portfolios, ad hoc monitoring is likely to prove inadequate to ensure timely changes in corporate structure and strategy leading to more rapid improvement in performance.

Hawley, James P. jhawley@stmarys-ca.edu, Political Voice, Fiduciary Activism, and the Institutional Ownership of U.S. Corporations; The Role of Public and Noncorporate Pension Funds, Sociological Perspectives, Vol 38, No. 3, 1995, pp. 415-435. Examines the shift from individual to institutional ownership patterns. The emergence of significant institutional "voice" follows the circumstances of inelastic demand or the lack of opportunity for exit. Fiduciary activists have become key players in the transformation of U.S. corporations to something resembling inherently "civil" entities. As institutions, particularly ESOPs and pension funds, become more important "relational" investors, ties are likely to be strengthened between labor and management (the managerial responsibilities of employees will increase as well). Firms with significant relational investors can be expected to place greater emphasis on training, R&D, closer relations with suppliers, and on their core businesses. The result, for these firms will be productivity increases and increased competitiveness.

Hawley, James P.jhawley@stmarys-ca.edu, Andrew T. Williams awilliam@stmarys-ca.edu and John U. Miller, Getting the Herd to Run: Shareholder Activism at the California Public Employees' Retirement System (CalPERS), Business and the Contemporary World, Vol VI, Number 4, 1994. Examines how CalPERS selected target firms during the 1993 proxy season and tests seven hypotheses. The article concludes that CalPERS need not target "optimally," but rather simply "effectively" to maintain its reputation for leadership and to create a deterrent effect for all underperforming firms, targeted or not.

Hemmerick, Steve, Looking at the Workplace, Pensions & Investments, June 27, 1994, p. 6, 49. CalPERS will weave corporate workplace issues into the fund's corporate governance screening process as they consider which companies to target. The Department of Labor has been urging large institutional investors to consider workplace practices in their investment research process. A study by the Gordon Group Inc. identified training, compensation linked to performance, and programs that assure direct employee involvement in decision-making as key elements of a high-performance workplace.

 

Holderness, C.G. holderne@bc.edu, R.S. Kroszner randy.kroszner@gsb.uchicago.edu, and D.P. Sheehan, Were the Good Old Days That Good? The Evolution of Managerial Stock Ownership Since the Great Depression, Center for the Study of the Economy and the State, Working Paper 131, 12/96, University of Chicago. The authors compared managerial ownership among 1,500 exchange-listed firms in 1935 with 4,200 such firms today. Contrary to the prevailing view, they find that ownership by officers and directors has risen from 13% to 21% during that time. Lower volatility and the development of financial markets "appear to be important factors contributing to the rise in managerial ownership."

Huselid, Mark A. huselid@rci.rutgers.edu, and Brian E. Becker bbecker@acsu.buffalo.edu, High Performance Work System and Firm Performance: Cross-Sectional Versus Panel Results, draft 12/1995. Study attempts to measure high performance work systems (HPWS). Finds yield estimates of over $15,000 per employee.

Huson, Mark R. Mark.Huson@Ualberta.ca, Does Governance Matter? Evidence from CalPERS Interventions, 4/1997 draft. Huson looks at 18 firms targeted by CalPERS between 1990 and 1992. In comparison with a control group, the targeted firms show an increase in the following: CEO turnover, board changes, forced reductions, divestitures, and general restructurings. Acquisition activity decreased. Huson takes the typical research in the field a step further by comparing targeted firms who made governance changes with those that did not and by constructing a third group to control for changes which occur due to CEO turnover. Huson concludes that CalPERS intervention affects the types of real decisions made by targeted firms. The market reacted more favorably to divestitures, board changes and joint venture decisions once CalPERS intervened.

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I

Ichniowski, Casey, Thomas A. Kochan, David Levine, Craig Olson and George Strauss, What Works at Work: Overview and Assessment, Columbia University School of Business, 2/96. Despite difficulties in measurement, a collage of evidence suggests that innovative workplace practices can increase worker participation, primarily through the use of systems of related practices that enhance worker participation, make work design less rigid, and decentralize managerial tasks. A majority of U.S. businesses have adopted some innovative practices. However, only a small percentage have adopted such practices throughout the firm because of organizational cultures, system inertia, mistrust, lack of supportive institutional and public policy support and other reasons. The authors call on future researchers to complement quantitative studies with detailed qualitative studies to understand these barriers.

Isaksson, Matt Mats.ISAKSSON@oecd.org and Rolf Skog editors Aspects of Corporate Governance, Juristfñrlaget, Stockholm, 1994. Proceedings from the Corporate Governance Forum, December 1993 symposium. Original contributions from prominent scholars. Ronald J. Gilson's article is especially insightful. He compares the advantages of US and Japanese corporate governance systems. The US system is better at adapting to technology change; the Japanese better at assuring the commitment to stability needed to ensure proper levels of employee firm specific investment. Gilson looks to the future and points to information asymmetry as a major stumbling block to the need for corporations to be both adaptable and achieve high commitment from their employees. Board membership for labor could serve to significantly reduce information assymmetry with "a corresponding increase in the likelihood of a favorable resolution."

 

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J

Jelisavcic, Vladimir, Corporate Law: A Safe Harbor Proposal to Define the Limits of Directors' Fiduciary Duty to Creditors in the 'Vicinity of Insolvency', Journal of Corporation Law, Vol.18, 9/1/1992, pp. 145. (download from Electric Library) Advocates use of Z-score method of predicting corporate insolvency to define a safe-harbor for directors to fulfill competing fiduciary duties to stockholders and creditors by clarifying the point when fiduciary duties to creditors springs forth.

 

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K

Kaplan, Steven N. steven.kaplan@gsb.uchicago.edu The Evolution of U.S. Corporate Governance: We Are All Henry Kravis Now, Graduate School of business, University of Chicago and National Bureau of Economic Research, preliminary draft dated 2/97.

Kaplan presents evidence that a large portion of firms, 57% of large U.S. firms by one estimate, were takeover targets or were restructured during the years 1982 to 1989. Corporate raiders and leveraged buyouts (LBOs) were largely responses to corporate governance deficiencies and benefited by imposing costs on capital (failure to generate sufficient returns led to loan defaults and bankruptcy), by providing management with an equity stake (aligning incentives), and by monitoring (governing). The greatest factors contributing to the rise of raiders and LBOs were the rise of institutional shareholders and the greater availability of information to the capital markets.

The ascendancy of capital markets over corporate managers is unlikely to recede, according to Kaplan. Corporations themselves have adopted mechanisms to better measure economic value added or return on investment. The proportion of the market controlled by institutional investors continues to increase. In addition, the 1992 SEC reforms substantially reduced the cost to shareholders for taking action against underperforming management and tied executive compensation closer to firm performance. Kaplan concludes that, with experience, institutional investors and boards are likely to grow more sophisticated in enhancing wealth creation through their monitoring actions.

Kaplan graphs data from a recent paper by James Poterba poterba@MIT.EDU of MIT to show corporate profits, relative to tangible assets, bottoming out in the early 1980s. Renewed profitability continues, in fact the curve is steeper, after the raiders have largely disappeared. Although, he indicates "we are all Henry Kravis now," use of the word "all" is an obvious exaggeration. Few pension funds take the active role in monitoring that CalPERS or TIAA-CREF do. Probably even fewer mutual funds follow the example of Michael Price. Like free trade in the world market, the potential of corporate governance has yet to be fully realized.

Kaplan, Steven N. steven.kaplan@gsb.uchicago.edu and J. Mark Ramseyer Those Japanese Firms with their Disdain for Shareholders: Another Fable for the Academy, Washington University Law Quarterly, Vol. 74:403. The authors offer support for their opinion that "on matters that implicate large amounts of money but not regulatory restrictions, competitive markets largely have no history." Stereotype comparisons of American vs Japanese markets are shattered in this article as the authors present evidence that outside appointments of directors in Japan are more sensitive to stock price than in the US, that Japanese firms also are more likely to appoint outside directors if the firm loses money, that turnover of executives increase with poor performance by roughly the same amount as in the US and that "needlessly complicated theory" concerning path dependency "has been chasing demonstrably untrue facts." More from Kaplan

Koppes, Richard H., Lyle G. Ganske, and Charles T. Haag, "Corporate Governance Out of Focus: The Debate Over Classified Boards," The Business Lawyer, May 1999, Vol. 54, No. 3, pp. 1023-1055. The author's argue that shareholder activists should reexamine their call for annual elections. Classifying a board greatly improves the ability of a corporation to defend against unsolicited takeovers bids and proxy fights. Classified boards can protect poison pills from being removed and promote continuity, stability and independence. Takeover premiums have been shown to be higher for companies with takeover defenses. Independence is best secured by serving multi-year terms. The danger of one-year terms is that truly independent board members may not be invited to run again after their first term and it often takes more than a year to make major changes.

The authors argue that focus should, instead, be on increasing board independence and activism, citing the Millstein/MacAvoy study which found a "significant correlation between an active, independent board and superior corporate performance." However, the Millstein/MacAvoy study measured not only board independence, but responsiveness to shareholders. Any firm that didn't return the CalPERS survey was graded F, whereas those who took the action CalPERS desired got an A+. Board independence is important but responsiveness and accountability to shareholders may also be key.

Early in the article, Koppes et al. quote from a recent statement by CalPERS in support of one of its proposals to eliminate a classified board. "We believe that the ability to elect directors is the single most important use of the shareholder franchise. Accordingly, directors should be accountable to shareholders on an annual basis." The authors point to the fact that CalPERS itself has a classified board, where board members are elected or appointed for multi-year terms.

CalPERS is right in its first statement but their second statement does not follow. In fact the arguments of Koppes et al. would be convincing if certain steps were taken to reduce the likelihood of entrenchment by strengthening accountability to shareholders. First among these reforms would be the ability of shareholders to place nominees on the company proxy. One can argue about where the threshold should be set, but Bart Naylor's recent proposal allowing those with 3% of shares to do so appears reasonable.

Secondly, to ensure those elected reflect the consensus of shareholders, any such proposal should be combined with the ability to use instant run-off voting (IRV). In 1993, for example, 96 candidates ran for two CalPERS Board positions. One of the winning candidates received less 5.5% of the vote. We certainly can't say this was the candidate most voters wanted.

IRV facilitates expansion of voter choice by eliminating the "spoiler" impact of long-shot candidacies and avoids the expense of runoff elections. IRV works by allowing voters to rank candidates in order of preference, 1, 2, 3, and so on. The candidate who receives the fewest number of first choices from the voters would be eliminated in the first count and all his or her ballots would be redistributed to the voters' second choice. Each successive count eliminates the next lowest polling candidate, transferring his or her ballots, until one candidate achieves a majority.

Other facilitating reforms would include confidential voting and a recognition that trust law require that voting rights be subject to the same fiduciary standards as other plan assets. Although this rule has held since 1988 for pension funds, it has not yet been applied to other institutional investors, such as mutual funds and insurance companies.

Koppes et al. are right, but without other mechanisms in place, shareholders must continue to support annual elections as an important mechanism to avoid entrenchment.

Koppes, Richard H. and Maureen L. Reilly, An Ounce of Prevention: Meeting the Fiduciary Duty to Monitor an Index Fund, J. of Corp. Law, U. of Iowa, Summer 1995. (download from Electric Library) Koppes and Reilly draw attention to a frequently overlooked Department of Labor comment in a 1976 preamble to regulations on prudent asset management. "The DOL assumed that pension trustees screen their index funds for significantly poor performers, for the purpose of divesting those holdings."

The article discusses why the DOL assumption has been largely disregarded. Koppes and Reilly then provide an instructive review, comparing the current studies of active investing (e.g. Nisbett) to "the cautious manner in which trustees approached indexing some twenty years ago." "Although screens for performance (e.g. bankruptcy) have generally fallen in disfavor, investment managers increasingly rely on screens to develop custom indexes." The authors suggest the corporate governance movement and other active strategies may provide "a reliable substitute" for screening. CalPERS and other indexed funds monitor for poor performance to focus their corporate governance activism.

Koppes and Reilly conclude that it may be time to revisit the DOL assumption that indexes are screened for the express purpose of divesting significantly poor performers. "Since the advent of efficient market theory, it has been generally accepted that a court would deem index funds prudent. This wisdom may be short-lived. The theoretical foundation for passive strategies has been badly shaken by a lively academic debate over whether marketplace efficiency alone is a reliable indicator of share value." Koppes and Rielly, argue that the duty to monitor is inherent in the standards of prudence and "counsel pension plan trustees to consider including active strategies in their portfolio as adjuncts to their indexed funds."

Kruse, Douglas Lynn Blasi and Joseph Raphael blasi@gandalf.rutgers.edu, Employee Ownership, Attitudes, and Firm Performance: a Review of the Evidence, draft 9/94. Reviews accumulated research finds higher commitment among employee owners but mixed results on satisfaction, motivation and other measures. Perceived participation in decisions is not in itself automatically increased through employee ownership but may interact positively with employee ownership in affecting attitudes.

Kristof, Kathy M. In and Outs of Dual-Class Stock Arrangements, Los Angeles Times, 1/19/1994, Business page 4. (download from Electric Library) Interview with Patrick McGurn, legal counsel for the Investor Responsibility Research Center in Washington discusses potential regulation by the SEC.

 

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L

Lear, Robert W. and Boris Yavitz, Performance in the Boardroom: The best and worst boards of 1994, Chief Executive, Nov/Dec 1994, pp. 30-39. Examination of composition and structure of 200 boards and selected 5 best and worst examples based on the proxies issued in the spring of 1993.

Lederer, Jack and Carl R. Weinberg, Equity-based pay: The compensation paradigm for the re-engineered corporation, Chief Executive, April 1995, pp. 36-39. Traditional pay-for-performance systems don't fit team-based work or reward the right behaviors. The solution for many is an equity-based pay approach that creates employee-owners, rewards team performance, and aligns the interests of shareholders and employees. The payoff is that companies with significant employee ownership - including General Mills, SAIC, and Southwest Airlines - outperform both their industry peers and the broad-based stock indices. Presents a 5-step process to move to the new compensation system.

Levy, Leslie LLIRBD@aol.com Will Investor Pressure on Boards Improve the Corporate Bottom-Line? Institute for Research on Boards of Directors, Inc., Sarasota, FL, 1993. Argues the difficulties inherent in translating qualitative causes to quantitative effects, identifying time lags, and linking causal chains make it nearly impossible to demonstrate the bottom-line effects of board-level action. Levy offers a critique of research by Stephen Nesbitt on the long-term rewards CalPERS has gained from activism in corporate governance, pointing out that it fails to control for obvious intervening variables such as industry. Levy concludes that "development of useful evaluation criteria requires in-depth understanding of the industry, company and board of the specific corporation to which the criteria are to apply. Lacking that understanding, institutions should expect neither to participate with corporations in the development of criteria nor to arrive at sensible criteria of their own."

Lin, Laura lclin@nwu.edu, The Effectiveness of Outside Directors as a Corporate Governance Mechanism: Theories and Evidence, Northwestern University Law Review, Vol 90, #3, Spring 1996. The empirical evidence provides mixed review regarding the effectiveness of outside directors as monitors. Discusses factors that bear on incentives such as length of tenure, business ties, etc. Suggests that there may be costs associated with mandating that all firms have a majority of outside directors since the optimal mix is likely to vary across industries and firms. Concludes that the law should proceed with caution in this area.

Loftus, Geoffrey Shaking up management, Across the Board, May 1995, p. 30-36. Interview with Monks and Minow. Problems with CEO compensation result from the false premise of a free market and the fact that pay consultants are typically hired by the CEOs. Pay should be based on what happens for the 5 years after they retire. A substantial stock commitment is important.

Lorsch, Jay W. Exploring the Board, Harvard Business Review, January-February 1995, pp. 107-117. Sets forth some notions concerning how to empower boards and what their role should be.

 

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M

Mahoney, Paul G. pmahoney@law1.law.virginia.edu The Exchange as Regulator", forthcoming in the Virginia Law Review, Vol. 83, No. 7 (1997). Mahoney notes that competing exchanges should have strong incentives to provide disclosure, antimanipulation and other investor protection rules that investors value. Although U.S. policymakers in the 1930's rejected that view in favor of a belief that exchanges pursue exchange members' interests at the expense of investors' interests, Mahoney finds little evidence to support that view. Since governmental regulators have not systematically instituted more competitive rules, Mahoney argues that exchanges would be superior markets regulators.

Mallette, P. & K.L. Fowler (1992, December). Effects of Board Composition and Stock Ownership on the Adoption of Poison Pills, Academy of Management Journal, Vol. 35, No. 5, P. 1010-1035. Examined the relationships between board composition and stock ownership and the passage of "poison pill" takeover defense provisions by U.S. manufacturing firms. The impact of board leadership on poison pill decisions depends on the proportion of independent directors on a board. Similarly, the impact of chief executive tenure on such decisions depends on the tenures of a firm's independent directors. Results also suggest that equity holdings significantly enter into decisions to adopt poison pills. Companies are more likely to pass such provisions if the equity holdings of inside directors are low or the equity holdings of institutional investors are high.

Maug, Ernst, Institutional Investors as Monitors: On the Impact of Insider Trading Legislation on Large Shareholder Activism, Institute of Finance and Accounting, London Business School, 7/15/95. Investigates the role of large institutional investors in monitoring management. One problem faced is insider trading; this leads many to not acquire insider information so as to not jeopardize their trading strategy. As a result, they stay less informed, thereby reducing their effectiveness as monitors. High market liquidity enhances monitoring because it allows the investor to cover monitoring costs through informed trading.

Millstein, Ira M. ira.millstein@yale.edu and Paul W. MacAvoy paul.macavoy@yale.edu The Active Board of Directors and Improved Performance of the Large Publicly Traded Corporation, December 1997. Study uses CalPERS report card survey grades and the presence of one or more indicia as surrogates for a functioning "professional" board and finds such boards are associated with significantly higher operating earnings in excess of the costs of capital for corporations reviewed during the period 1991-95. The indicia are: A+ grade or nonexecutive chair or lead director, periodic meeting of independent directors without management, or formal rules or guidelines on the relationaip between board and management and management succession. "The performance gap between well- and poorly-governend firms exceeds 25 percent of the total rate of return for investors."

Mitchel, Lawrence E., The Human Corporation: Some Thoughts on Hue, Smith and Buffett (draft sent to me 6/4/97). Mitchel argues we have reified stockholders as only concerned with maximizing return. Instead, we should be looking at them as real people. "Public companies can achieve a tremendous advantage by educating public stockholders sufficiently so that they become long-term investors." Diminished price volatility would permit a long-term approach. Advocates a conduit theory of the corporation.

Mulherin, J. Harold jhm14@psuvm.psu.edu and Annette B. Poulsen apoulsen@uga.cc.uga.edu Proxy Contests, Shareholder Wealth and Operating Performance, July 1995. Analysis of proxy contests during the 1980's shows such contests contributed directly to bottom-line improvements in operations and shareholder wealth. Firms that were acquired or replaced senior management after a proxy contest experienced an increase in shareholder wealth; those that were not acquired or did not replace senior management experienced declining shareholder wealth.

 

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