The Impact of the Institutional and Regulatory Environment on Shareholder Voting
发现股东投票的制度与监管环境会影响投票权与现金流权的分离，经纪人可代投的“常规”提案更易获得管理层支持，而投票顾问的负面建议会减少对管理层的支持。
We document that certain features of the institutional and regulatory environment governing shareholder voting can affect the co- location of shares’ voting and cash- flow rights. We show that “routine” management proposals, for which brokers can vote shares held in “street name” if investors fail to vote, receive more votes favorable to management than “nonroutine” proposals. Some proposals may pass because of a routine classification. Moreover, negative recommendations from the leading shareholder-voting advisory service are associated with fewer votes cast favorable to management. We also find voting results are related to ownership structure, the use of proxy solicitors, and other firm characteristics.