We analyze how proxy advisors, which sell voting recommendations to shareholders, affect corporate decision-making. If the quality of the advisor's information is low, there is overreliance on its recommendations and insufficient private information production. In contrast, if the advisor's information...

We study the effectiveness of shareholder engagement, that is, shareholders communicating their views to management. When shareholders and management have different beliefs, each shareholder engages more effectively when other shareholders engage as well. A limited shareholder base can thus prevent...

This paper develops a unified theory of blockholder governance and the voting premium, in a setting without takeovers and controlling shareholders. A voting premium emerges when a minority blockholder tries to influence the composition of the shareholder base by accumulating...

We study the interplay between a "one person-one vote" political system and a "one share-one vote" corporate governance regime. If shareholders push firms for more pro-social policies, political backlash may arise, undoing ESG initiatives. In a frictionless economy, shareholder democracy...

Regulating externalities is a major challenge when economic agents face uncertainty and disagreement. Traditional Pigouvian and Coasean approaches often struggle because they require either precise knowledge of externality costs or frictionless bargaining. We propose an "uncertainty-based regulation" (UBR) mechanism that...

How should we expect firms to communicate with their shareholders in the presence of uncertainty? This paper studies a model of corporate communication in which cash flow variance is priced and stochastic. The model rationalizes ``biases'' for reports that are...