Corporate voting

Overview

This theme analyses the economics of shareholder voting and corporate control. The projects investigate how the value of voting rights is determined in capital markets, and how voting structures influence governance outcomes. A series of studies examines earnings announcements, staggered boards, proxy contests and de‑facto voting power, using option‑implied measures of the “voting premium” to quantify how much investors are willing to pay for control rights.  

Additional work on ETF shorting and shareholder voting explores how modern trading practices create “phantom” shares that affect voting outcomes without corresponding cash‑flow rights.  

Collectively, these projects show how information, board design and market frictions shape the effectiveness of shareholder oversight. The findings are highly relevant for policymakers, companies and investors interested in corporate governance, highlighting when voting rights matter most, how they are priced, and how institutional arrangements can strengthen or weaken shareholder influence. 

People in a room raising their hands to vote.

1. The value of voting rights (with corresponding projects)

Earnings and the value of voting rights

The study shows that negative earnings surprises increase the value investors place on shareholder voting rights, highlighting how financial reporting affects corporate control alongside expectations about future cash flows.

Staggered boards and the value of voting rights

The study finds that staggered boards increase the value of shareholder voting rights, supporting the view that they entrench management and intensify inefficiencies, particularly in mature firms and non-competitive industries.

Oracles of the Vote: Proxy Contests Outcomes

The paper shows that shareholder voting rights gain value during proxy contests and help predict contest outcomes, highlighting voting power as an important mechanism of corporate governance and managerial accountability.

De-facto voting power & the value of voting rights

The study shows that lower shareholder turnout increases the value of voting rights, demonstrating that markets price effective voting power based on participation rather than formal ownership alone.

2. ETF shorting and sshareholder voting (with corresponding projects) 

ETF shorting and shareholder voting

The paper shows that ETF short-selling creates phantom shares that reduce shareholder voting participation, potentially affecting governance outcomes and weakening the effectiveness of corporate voting mechanisms.

News and insights

Umit Gurun and Oğuzhan Karakaş, ‘Earnings and the Value of Voting Rights’ (Harvard Law School Forum on Corporate Governance, 3 October 2016)

The blog post by the Harvard Law School Forum on Corporate Governance highlights a key finding of the research – earnings announcements affect share value not only through changes in cash-flow expectations but also by altering the value of control rights. -and provides important insights into the interaction between financial reporting and corporate governance.

Paper Spotlight: Staggered boards and the value of voting rights

The Society for Financial Studies featured Staggered Boards and the Value of Voting Rights in its Paper Spotlight series, where Oğuzhan Karakaş and Mahdi Mohseni provide new causal evidence—using voting premiums derived from option prices—that staggered boards increase the value investors place on voting rights and managerial control.

When fewer shareholders vote, each vote matters more

This research on shareholder voting shows how lower turnout at shareholder meetings increases the practical value of each vote, affects how markets price voting rights, and highlights the role of shareholder engagement in corporate governance.

Presentation of research paper: Phantom of the Opera: ETFs and shareholder voting

Presentation of this research paper at Oxford Smith School’s Global Research Alliance for Sustainable Finance and Investment.

Findings of research paper: Phantom of the Opera: ETFs and shareholder voting

This blog post by the Harvard Law School Forum on Corporate Governance discusses the findings of this paper on the impact of the short-selling of exchange traded funds (ETFs) on shareholder voting of the underlying securities. 

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