[go: up one dir, main page]
IDEAS home Printed from https://ideas.repec.org/a/eee/corfin/v45y2017icp245-261.html
   My bibliography  Save this article

Determinants and consequences of shareholder proposals: The cases of board election, charter amendment, and profit disposal

Author

Listed:
  • Yeh, Tsung-ming
Abstract
By investigating shareholder proposals in Japan during 2004–2013, this study aims to address the question whether exercising legally powerful shareholder rights has an impact on the management. Compared with their counterparts in the United States, Japanese shareholders are entitled to more statutory rights, including binding shareholder resolutions on issues relating to board election, charter amendment, and profit disposal. The empirical tests reveal several important results. First, different types of shareholder proposals are triggered by varying firm characteristics. Second, resolutions on the board election and charter amendments relating to corporate governance receive higher votes than those for profit disposal. Voting outcome is also positively associated with foreign shareholding, duration of the general meeting, and the firm's history of receiving proposals. Moreover, resolutions initiated by large shareholders have positive impacts on the target firms, which reported positive announcement-associated abnormal returns. Improvements in the operating performance are observed for firms passing board election resolutions and firms receiving charter amendment proposals from large shareholders. The management also increased share buyback and dividend payout in response to demands by large shareholders, although there was no significant change in the post-resolution operating performance. Overall, the results indicate that statutorily powerful shareholder rights, when exercised by large shareholders, can have a positive impact.

Suggested Citation

  • Yeh, Tsung-ming, 2017. "Determinants and consequences of shareholder proposals: The cases of board election, charter amendment, and profit disposal," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 245-261.
    • Handle: RePEc:eee:corfin:v:45:y:2017:i:c:p:245-261
    DOI: 10.1016/j.jcorpfin.2017.05.004
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S0929119916302462
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.jcorpfin.2017.05.004?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Agrawal, Anup & Mandelker, Gershon N., 1990. "Large Shareholders and the Monitoring of Managers: The Case of Antitakeover Charter Amendments," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 25(2), pages 143-161, June.
    2. Kwan, Clarence C. Y., 1981. "Efficient Market Tests of the Informational Content of Dividend Announcements: Critique and Extension," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 16(2), pages 193-206, June.
    3. Vicente Cuñat & Mireia Gine & Maria Guadalupe, 2012. "The Vote Is Cast: The Effect of Corporate Governance on Shareholder Value," Journal of Finance, American Finance Association, vol. 67(5), pages 1943-1977, October.
    4. Dann, Larry Y., 1981. "Common stock repurchases : An analysis of returns to bondholders and stockholders," Journal of Financial Economics, Elsevier, vol. 9(2), pages 113-138, June.
    5. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    6. Doron Nissim & Amir Ziv, 2001. "Dividend Changes and Future Profitability," Journal of Finance, American Finance Association, vol. 56(6), pages 2111-2133, December.
    7. Pettit, R Richardson, 1972. "Dividend Announcements, Security Performance, and Capital Market Efficiency," Journal of Finance, American Finance Association, vol. 27(5), pages 993-1007, December.
    8. Alon Brav & Wei Jiang & Frank Partnoy & Randall Thomas, 2008. "Hedge Fund Activism, Corporate Governance, and Firm Performance," Journal of Finance, American Finance Association, vol. 63(4), pages 1729-1775, August.
    9. Guercio, Diane Del & Hawkins, Jennifer, 1999. "The motivation and impact of pension fund activism," Journal of Financial Economics, Elsevier, vol. 52(3), pages 293-340, June.
    10. repec:bla:jfinan:v:53:y:1998:i:1:p:99-129 is not listed on IDEAS
    11. repec:bla:jfinan:v:53:y:1998:i:1:p:1-25 is not listed on IDEAS
    12. Thomas, Randall S. & Cotter, James F., 2007. "Shareholder proposals in the new millennium: Shareholder support, board response, and market reaction," Journal of Corporate Finance, Elsevier, vol. 13(2-3), pages 368-391, June.
    13. Del Guercio, Diane & Seery, Laura & Woidtke, Tracie, 2008. "Do boards pay attention when institutional investor activists "just vote no"?," Journal of Financial Economics, Elsevier, vol. 90(1), pages 84-103, October.
    14. Brav, Alon & Graham, John R. & Harvey, Campbell R. & Michaely, Roni, 2005. "Payout policy in the 21st century," Journal of Financial Economics, Elsevier, vol. 77(3), pages 483-527, September.
    15. DeAngelo, Harry & DeAngelo, Linda, 1989. "Proxy contests and the governance of publicly held corporations," Journal of Financial Economics, Elsevier, vol. 23(1), pages 29-59, June.
    16. Greenwood, Robin & Schor, Michael, 2009. "Investor activism and takeovers," Journal of Financial Economics, Elsevier, vol. 92(3), pages 362-375, June.
    17. Ertimur, Yonca & Ferri, Fabrizio & Stubben, Stephen R., 2010. "Board of directors' responsiveness to shareholders: Evidence from shareholder proposals," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 53-72, February.
    18. Gordon, Lilli A & Pound, John, 1993. "Information, Ownership Structure, and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals," Journal of Finance, American Finance Association, vol. 48(2), pages 697-718, June.
    19. Kaplan, Steven N. & Minton, Bernadette A., 1994. "Appointments of outsiders to Japanese boards: Determinants and implications for managers," Journal of Financial Economics, Elsevier, vol. 36(2), pages 225-258, October.
    20. Shleifer, Andrei & Vishny, Robert W, 1986. "Large Shareholders and Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 94(3), pages 461-488, June.
    21. Vyacheslav Fos, 2017. "The Disciplinary Effects of Proxy Contests," Management Science, INFORMS, vol. 63(3), pages 655-671, March.
    22. Roberta Romano, 1998. "Corporate Law and Corporate Governance," Yale School of Management Working Papers ysm68, Yale School of Management.
    23. April Klein & Emanuel Zur, 2009. "Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors," Journal of Finance, American Finance Association, vol. 64(1), pages 187-229, February.
    24. Kose John & April Klein, 1995. "Shareholder Proposals and Corporate Governance," New York University, Leonard N. Stern School Finance Department Working Paper Seires 98-046, New York University, Leonard N. Stern School of Business-.
    25. Fama, Eugene F, et al, 1969. "The Adjustment of Stock Prices to New Information," International Economic Review, Department of Economics, University of Pennsylvania and Osaka University Institute of Social and Economic Research Association, vol. 10(1), pages 1-21, February.
    26. Tsung-ming Yeh, 2012. "Do Private Equity Funds Increase Firm Value? Evidence from Japanese Leveraged Buyouts," Journal of Applied Corporate Finance, Morgan Stanley, vol. 24(4), pages 112-128, December.
    27. Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
    28. Konari Uchida & Peng Xu, 2008. "US Barbarians at the Japan Gate: Cross Border Hedge Fund Activism," Bank of Japan Working Paper Series 08-E-3, Bank of Japan.
    29. Michael S. Rozeff, 1982. "Growth, Beta And Agency Costs As Determinants Of Dividend Payout Ratios," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 5(3), pages 249-259, September.
    30. Vermaelen, Theo, 1981. "Common stock repurchases and market signalling : An empirical study," Journal of Financial Economics, Elsevier, vol. 9(2), pages 139-183, June.
    31. Takaya Seki, 2005. "Legal Reform and Shareholder Activism by Institutional Investors in Japan," Corporate Governance: An International Review, Wiley Blackwell, vol. 13(3), pages 377-385, May.
    32. repec:bla:jfinan:v:53:y:1998:i:1:p:65-98 is not listed on IDEAS
    33. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
    34. Stuart L. Gillan & Laura T. Starks, 2007. "The Evolution of Shareholder Activism in the United States," Journal of Applied Corporate Finance, Morgan Stanley, vol. 19(1), pages 55-73, January.
    35. Sheard, Paul, 1989. "The main bank system and corporate monitoring and control in Japan," Journal of Economic Behavior & Organization, Elsevier, vol. 11(3), pages 399-422, May.
    36. Wahal, Sunil, 1996. "Pension Fund Activism and Firm Performance," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 31(1), pages 1-23, March.
    37. Masulis, Ronald W, 1980. "Stock Repurchase by Tender Offer: An Analysis of the Causes of Common Stock Price Changes," Journal of Finance, American Finance Association, vol. 35(2), pages 305-319, May.
    38. Dittmar, Amy K, 2000. "Why Do Firms Repurchase Stock?," The Journal of Business, University of Chicago Press, vol. 73(3), pages 331-355, July.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Karaevli, Ayse & Yurtoglu, B. Burcin, 2021. "Family ownership, market development, and internationalization of Turkish business groups (1925-2017)," Journal of World Business, Elsevier, vol. 56(6).
    2. Sato, Ryo & Takeda, Fumiko, 2023. "Effects of shareholder proposals on the market value of Japanese firms," International Review of Economics & Finance, Elsevier, vol. 86(C), pages 320-333.
    3. Gupta, Ranjan Das & Deb, Soumya G., 2023. "Interlinkage between corporate social, environmental performance and financial performance: Firm-mediators in a multi-country context," Finance Research Letters, Elsevier, vol. 52(C).
    4. Ahmed, Anwer S. & Iwasaki, Takuya, 2021. "Foreign ownership, appointment of independent directors, and firm value: Evidence from Japanese firms," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 43(C).
    5. Basnet, Anup & Davis, Frederick & Walker, Thomas & Zhao, Kun, 2021. "The effect of securities class action lawsuits on mergers and acquisitions," Global Finance Journal, Elsevier, vol. 48(C).
    6. Barros, Victor & Verga Matos, Pedro & Miranda Sarmento, Joaquim & Rino Vieira, Pedro, 2021. "Do activist shareholders influence a manager’s decisions on a firm’s dividend policy: A mixed-method study," Journal of Business Research, Elsevier, vol. 122(C), pages 387-397.
    7. Barros, Victor & Guedes, Maria João & Santos, Joana & Sarmento, Joaquim Miranda, 2023. "Shareholder activism and firms’ performance," Research in International Business and Finance, Elsevier, vol. 64(C).

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Denes, Matthew R. & Karpoff, Jonathan M. & McWilliams, Victoria B., 2017. "Thirty years of shareholder activism: A survey of empirical research," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 405-424.
    2. Renneboog, L.D.R. & Szilagyi, P.G., 2009. "Shareholder Activism through the Proxy Process," Other publications TiSEM cc25d736-2965-4511-b100-1, Tilburg University, School of Economics and Management.
    3. Renneboog, Luc & Szilagyi, Peter G., 2011. "The role of shareholder proposals in corporate governance," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 167-188, February.
    4. Szilagyi, P.G., 2007. "Corporate governance and the agency costs of debt and outside equity," Other publications TiSEM 9520d40a-224f-43a8-9bf9-b, Tilburg University, School of Economics and Management.
    5. Simon Rafaqat & Sana Rafaqat & Sahil Rafaqat & Saoul Rafaqat & Dawood Rafaqat, 2023. "Shareholder Activism and Firm Performance: A Review," Journal of Economics and Behavioral Studies, AMH International, vol. 14(4), pages 31-41.
    6. Maria Goranova & Rahi Abouk & Paul C. Nystrom & Ehsan S. Soofi, 2017. "Corporate governance antecedents to shareholder activism: A zero-inflated process," Strategic Management Journal, Wiley Blackwell, vol. 38(2), pages 415-435, February.
    7. Hadani, Michael & Goranova, Maria & Khan, Raihan, 2011. "Institutional investors, shareholder activism, and earnings management," Journal of Business Research, Elsevier, vol. 64(12), pages 1352-1360.
    8. Nicole Boyson & Robert Mooradian, 2011. "Corporate governance and hedge fund activism," Review of Derivatives Research, Springer, vol. 14(2), pages 169-204, July.
    9. Gine, Mireia & Moussawi, Rabih & Sedunov, John, 2017. "Governance mechanisms and effective activism: Evidence from shareholder proposals on poison pills," Journal of Empirical Finance, Elsevier, vol. 43(C), pages 185-202.
    10. Vincent C. Ma & John S. Liu, 2016. "Exploring the research fronts and main paths of literature: a case study of shareholder activism research," Scientometrics, Springer;Akadémiai Kiadó, vol. 109(1), pages 33-52, October.
    11. Raluca Roman, 2015. "Shareholder activism in banking," Research Working Paper RWP 15-9, Federal Reserve Bank of Kansas City.
    12. Barros, Victor & Guedes, Maria João & Santos, Joana & Sarmento, Joaquim Miranda, 2023. "Shareholder activism and firms’ performance," Research in International Business and Finance, Elsevier, vol. 64(C).
    13. Dasgupta, Amil & Fos, Vyacheslav & Sautner, Zacharias, 2021. "Institutional investors and corporate governance," LSE Research Online Documents on Economics 112114, London School of Economics and Political Science, LSE Library.
    14. Siala Bouaziz Souha & Jarboui Anis & David McMillan, 2016. "Corporate governance and firm characteristics as explanatory factors of shareholder activism: Validation through the French context," Cogent Economics & Finance, Taylor & Francis Journals, vol. 4(1), pages 1150407-115, December.
    15. Jiang, George J. & Liu, Chang, 2021. "Getting on board: The monitoring effect of institutional directors," Journal of Corporate Finance, Elsevier, vol. 67(C).
    16. Jean-Sebastien Lantz & Sophie Montandrau & Jean-Michel Sahut, 2014. "Activism of Institutional Investors, Corporate Governance Alerts and Financial Performance," Working Papers 2014-353, Department of Research, Ipag Business School.
    17. Albert Irawan, 2014. "Factors that Determines the Success of Business Demon Value Added Management," Business and Economic Research, Macrothink Institute, vol. 4(1), pages 319-350, June.
    18. Chii-Shyan Kuo & Chandra Subramaniam & Xu Wang & Shih-Ti Yu, 2020. "Adoption of performance-vested equity incentives under investor pressure: window dressing or taking the window of opportunity?," Review of Quantitative Finance and Accounting, Springer, vol. 54(2), pages 565-587, February.
    19. Bajzik, Josef, 2023. "Is the role of shareholder activism in corporate governance overestimated?," Finance Research Letters, Elsevier, vol. 58(PC).
    20. Faccio, Mara & Lasfer, M. Ameziane, 2000. "Do occupational pension funds monitor companies in which they hold large stakes?," Journal of Corporate Finance, Elsevier, vol. 6(1), pages 71-110, March.

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:corfin:v:45:y:2017:i:c:p:245-261. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/jcorpfin .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.